Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698931741155.pdf (New Zealand)
Reprint as at 1 May 2011 Takeovers Act 1993 Public Act Date of assent Commencement 1993 No 107 28 September 1993 see section 1 Contents 7A 7B 7C 8 9 10 Title [Repealed] Short Title and commencement Interpretation Act to bind the Crown Object of this Act Part 1 Takeovers Panel Establishment of Takeovers Panel Membership of Panel Associate members [Repealed] Panel may act by divisions Membership and chairperson of division Powers of division Functions of Panel Powers of Panel to take evidence [Repealed] Provisions relating to certain proceedings before Panel [Repealed] Page 6 6 7 11 11 12 12 13 13 14 14 15 16 16 Note Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This Act is administered by the Ministry of Economic Development.
1 Takeovers Act 1993 Reprinted as at 1 May 2011 15A 15B 16 17 17A 26 27 28 29 30 31 Protection from liability for Panel and members, officers, and employees Meetings [Repealed] Power to prohibit disclosure of information, documents, and evidence [Repealed] Delegation Powers [Repealed] Sharing of information and documents with FMA Sharing of information and documents with Commerce Commission Annual reports [Repealed] Annual fee in respect of funding of Panel Panel deemed to be public authority [Repealed] Further provisions applying to Panel Part 2 Takeovers code Power to make takeovers code Objectives of takeovers code Matters to be considered by Minister in making recommendations concerning takeovers code Specific provisions applying to takeovers code Takeovers code not to apply in certain cases Co-ordination with Australia Minister to consult Panel Panel to consult with Minister [Repealed] Action taken by Takeover Panel Advisory Committee [Repealed] Approval of takeovers code [Repealed] Order in Council deemed to be regulation [Repealed] Minister may request formulation of further takeovers code [Repealed] Revocation of takeovers code [Repealed] Part 3 Investigation and enforcement Subpart 1—Investigation and enforcement by Panel Panel’s powers of inspection 31A 31B Power to inspect documents Power to request or approve Registrar or authorised person to inspect documents 31BA Limits on exercise of power to inspect documents 31BB Requirements for persons authorised to inspect documents 2 17 19 19 19 19 19 20 20 20 21 21 21 21 22 23 24 24 25 25 25 25 25 25 25 26 26 27 27 Reprinted as at 1 May 2011 Takeovers Act 1993 Disclosure of information from inspection Powers not limited Non-disclosure of information from inspection 31C 31D 31E 31EA No privilege against self-incrimination 31EB Protections from liability for persons exercising powers of inspection 31F Offences Offences [Repealed] Appeals [Repealed] 31G 31H 31I 31J 31K Rights of appeal Time for appeal Situation while
 appeal pending Determination of appeal Requirements where appeal allowed Panel’s powers for receiving evidence 31L Who may receive evidence 31M Admissibility of evidence 31MA How evidence may be given 31N Power to summon witnesses 31O Witnesses’ expenses Exercise of inspection and evidence powers for overseas regulators Power of Panel to act on requests of overseas regulators Panel’s consideration of requests Conditions that may be imposed on providing information to overseas regulators Undertakings to be obtained before providing certain information to overseas regulators 31P 31Q 31R 31S Panel’s power to accept undertakings 31T 31U Panel may accept undertakings Enforcement of undertakings 31V Proceedings before Panel Right to be heard and represented at proceedings before Panel 31W Panel to hear proceedings in private Power to make confidentiality orders 31X 28 29 29 30 30 30 31 31 31 32 32 33 33 33 34 35 35 36 36 37 38 38 38 39 39 3 Takeovers Act 1993 Reprinted as at 1 May 2011 32 Enforcement of takeovers code by Panel Panel’s powers in respect of compliance with takeovers code 33 Temporary restraining orders 33AA Permanent compliance orders Miscellaneous provisions for investigation and enforcement by Panel 33A Witnesses and counsel to have privileges of witnesses and 33B 33C 33D counsel in court No privilege against self-incrimination Restrictions on use of self-incriminating statements obtained by summons Limitation on disclosure of information obtained in Panel’s operations Subpart 2—Enforcement by court Overview of enforcement powers and civil remedies 33E Overview of enforcement powers and civil remedies Injunctions 33F What court may injunct 33G When court may grant injunctions and interim injunctions Undertaking as to damages not required by Panel 33H Various civil remedy orders 33I 33J When court may make various civil remedy orders Terms of various civil remedy orders Compensatory orders 33K When court may make compensatory orders 33L Terms of
 compensatory orders Pecuniary penalty orders and declarations of contravention 33M When court may make pecuniary penalty orders and declarations of contravention Purpose and effect of declarations of contravention 33N 33O What declarations of contravention must state 33P Maximum amount of pecuniary penalty 33Q 33R Considerations for court in determining pecuniary penalty Court must order that recovery from pecuniary penalty be applied to Panel’s actual costs 4 40 42 43 44 45 45 46 47 47 48 48 49 49 50 51 51 52 52 53 53 54 Reprinted as at 1 May 2011 Takeovers Act 1993 34 35 36 37 38 39 40 41 42 43 43A 43B 43C 44 44A 44B 44C 44D 44E General Court may make orders [Repealed] Persons who may apply Orders [Repealed] Interim orders [Repealed] Court may have regard to determinations and recommendations by Panel Orders directing disposal of securities [Repealed] Revocation, variation, and suspension of orders [Repealed] Court may excuse contravention Court may require person to give evidence or produce documents relating to interests in securities More than 1 civil remedy order may be made for same conduct Only 1 pecuniary penalty order may be made for same conduct Standard of proof for civil remedies Time limit for applying for civil remedies Subpart 3—Offences General offences General offences Conviction of offence under section 44 excluded in certain cases False or misleading statement or information False or misleading statement or information Criminal liability for false or misleading statement or information Exception for disclosure by investment advisers or brokers Fair Trading Act 1986 excluded Subpart 4—Other court orders Management bans 44F When court may make management banning orders 44G 44H 44I Terms of management banning orders Offence of contravening management banning order Only 1 management banning order may be made for same conduct Persons automatically banned from management General provisions for bans and banning orders 44J 44K 54 54 56 57 57 57 57 57 58
 58 59 59 59 60 61 61 62 62 63 63 64 64 64 64 65 5 Takeovers Act 1993 Reprinted as at 1 May 2011 Orders to preserve assets to satisfy claims 44L When court may prohibit payment or transfer of money, securities, or other property 44M What orders may be made 44N 44O 44P Interim orders Relationship with other law Offence Subpart 5—General Jurisdiction of courts in New Zealand Court may order payment of Panel’s costs Orders to secure compliance Giving notice of applications for court orders General provisions as to court’s orders Persons entitled to appear before court 44Q 44R 44S 44T 44U 44V 44W Knowledge of matters presumed if employee or agent knows matters No pecuniary penalty and fine for same conduct 44X Part 4 Miscellaneous 45 46 47 48 49 50 Panel may grant exemptions Regulations Amendment to Official Information Act 1982 [Repealed] Amendment to Public Finance Act 1989 [Repealed] Repeal of Companies Amendment Act 1963 Amendment to Public Finance Act 1989 [Repealed] Schedule Provisions applying to Takeovers Panel 65 67 68 69 69 69 70 70 70 70 70 71 72 72 73 74 74 74 75 76 Title [Repealed] Title: repealed, on 1 December 2002, by section 3 of the Takeovers Amendment Act 2002 (2002 No 45).
[Repealed] Short Title and commencement This Act may be cited as the Takeovers Act 1993.

Except as provided in subsection (3), this Act shall come into force on 1 July 1994.

Section 17 and Part 3 come into force on 1 June 2001.

1 (1) (2) (3) 6 Reprinted as at 1 May 2011 Takeovers Act 1993 s 2 2 (1) Section 1(3): substituted, on 1 June 2001, by section 3 of the Takeovers Amendment Act 2001 (2001 No 30).
Interpretation In this Act, unless the context otherwise requires,— code company means a company that— (a) is a party to a listing agreement with a registered ex- change and that has securities that confer voting rights quoted on the registered exchange’s securities market; or (b) was within paragraph (a) at any time during a period specified in the takeovers code (being a period not ex- ceeding 12 months before any date or the occurrence of any event referred to in the code); or has 50 or more shareholders (c) company has the same meaning as in section 2(1) of the Com- panies Act 1993 court means, in relation to any matter, the court before which the matter is to be determined director means, in relation to a company or other body cor- porate, any person occupying the position of a director of the company or body by whatever name called document means any record of information; and includes— anything on which there is writing or any image; and (a) information recorded by means of any article or device (b) (for example, a disk) from which information is capable of being reproduced with or without the aid of any other article or device; and (c) material subsequently derived from information recorded by that means FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011 Minister means the Minister of the Crown who, under the au- thority of any warrant or with the authority of the Prime Min- ister, is for the time being responsible for the administration of this Act overseas regulator means a body in another country with functions corresponding to those of the Panel 7 s 2 Takeovers Act 1993 Reprinted as at 1 May 2011 Panel— (a) means the Takeovers Panel established under Part 1; or for the purposes of determining any matter or class of (b) matter specified in a determination under section 7A, means the division of the Panel specified in the deter- mination in accordance with section 7C(1)(a) quoted, in relation to securities of a person, means securities of the
 person that are approved for trading on a registered ex- change’s securities market (and, for the avoidance of doubt, securities do not cease to be quoted merely because trading in those securities is suspended) registered exchange has the meaning set out in section 2(1) of the Securities Markets Act 1988 registered exchange’s securities market has the meaning set out in section 2(1) of the Securities Markets Act 1988 Registrar means a person who for the time being holds the office of Registrar of Companies or Deputy Registrar of Com- panies in accordance with the Companies Act 1993 security, in relation to a code company, means— (a) an equity security within the meaning of section 2 of the Securities Act 1978, whether or not the security carries voting rights: a debt security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the code company: a participatory security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the code com- pany,— (b) (c) and includes a security that is convertible, at the option of the security holder, into a security of the type referred to in para- graph (a) or paragraph (b) or paragraph (c) takeovers code means the regulations made under section 19 voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company, not being a right 8 Reprinted as at 1 May 2011 Takeovers Act 1993 s 2 (2) to vote that is exercisable only in 1 or more of the following circumstances: (a) during a period in which a payment or distribution (or part of a payment or distribution) in respect of the se- curity that confers the voting right is in arrears or some other default exists: on a proposal that affects rights attached to the security that confers the voting right: on a proposal to put the company into liquidation: on a proposal for the disposal of the whole, or a
 material part, of the property, business, and undertaking of the company: during the liquidation of the company: in respect of a special, immaterial, or remote matter that is inconsequential to control of the company.
In sections 32, 33, and 33AA and in subpart 2 of Part 3 (which contain the enforcement powers of the Panel and the court), unless the context otherwise requires, contravene the takeovers code or not act in compliance with the takeovers code includes— (a) a contravention of the takeovers code or a term or con- dition of an exemption from the takeovers code; or an attempt to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or aiding, abetting, counselling, or procuring any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or inducing, or attempting to induce, any other person, whether by threats or promises or otherwise, to contra- vene the takeovers code or a term or condition of an exemption from the takeovers code; or being in any way, directly or indirectly, knowingly con- cerned in, or a party to, the contravention by any other person of the takeovers code or a term or condition of an exemption from the takeovers code; or conspiring with any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code.
(b) (c) (d) (e) (f) (b) (c) (d) (e) (f) 9 s 2 Takeovers Act 1993 Reprinted as at 1 May 2011 Section 2(1) code company: inserted, on 7 July 2010, by section 4(1) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 2(1) company: substituted, on 25 October 2006, by section 4(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 2(1) court: substituted, on 1 December 2002, by section 4(1) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 2(1) document: substituted, on 1 December 2002, by section 4(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 2(1) FMA: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 2(1) Minister: substituted, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39).

Section 2(1) overseas regulator: inserted, on 1 December 2002, by section 4(3) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 2(1) Panel: substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 2(1) public issuer: repealed, on 25 October 2006, by section 4(4) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 2(1) quoted: Takeovers Amendment Act 2006 (2006 No 48).

inserted, on 25 October 2006, by section 4(3) of the Section 2(1) quoted: amended, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) registered exchange: inserted, on 1 December 2002, by section 30 of the Securities Markets Amendment Act 2002 (2002 No 44).

Section 2(1) registered exchange’s market: repealed, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).

Section 2(1) registered exchange’s securities market: inserted, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) Registrar: inserted, on 1 June 2001, by section 4 of the Takeovers Amendment Act 2001 (2001 No 30).

Section 2(1) Securities Commission: repealed, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 2(1) security: amended, on 7 July 2010, by section 4(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 2(1) security paragraph (b): amended, on 7 July 2010, by section 4(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 2(1) security paragraph (c): amended, on 7 July 2010, by section 4(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 2(1) specified company: repealed, on 7 July 2010, by section 4(3) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 2(1) stock exchange: repealed, on 1 December 2002, by section 30 of the Securities Markets Amendment Act 2002 (2002 No 44).

Section 2(1) takeovers code: added, on 1 December 2002, by section 4(3) of the Takeovers Amendment Act 2002 (2002 No 45).
10 Reprinted as at 1 May 2011 Takeovers Act 1993 s 4 Section 2(1) voting right: added, on 25 October 2006, by section 4(3) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 2(2): substituted, on 25 October 2006, by section 4(5) of the Takeovers Amendment Act 2006 (2006 No 48).

3 4 Act to bind the Crown This Act binds the Crown.
Object of this Act The object of this Act is to— (a) (b) establish a panel to be called the Takeovers Panel: empower the Minister, in consultation with the Panel, to formulate and make recommendations concerning the takeovers code (which sets out the rules applying to takeovers of code companies): provide for the administration and enforcement of the takeovers code: provide criminal liability for false or misleading state- ments or information in relation to takeovers of code companies: empower the Panel to keep under review, and promote public understanding of, the law relating to takeovers of code companies: empower the Panel to co-operate with overseas regula- tors.
(c) (ca) (d) (e) Section 4(a): amended, on 1 December 2002, by section 5(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Sections 4(b): Takeovers Amendment Act 2002 (2002 No 45).

substituted, on 1 December 2002, by section 5(2) of the Section 4(b): amended, on 7 July 2010, by section 5 of the Takeovers Amendment Act 2010 (2010 No 88).

Sections 4(c): Takeovers Amendment Act 2002 (2002 No 45).

substituted, on 1 December 2002, by section 5(2) of the Section 4(ca): Amendment Act 2006 (2006 No 48).
inserted, on 25 October 2006, by section 5 of the Takeovers Section 4(ca): amended, on 7 July 2010, by section 5 of the Takeovers Amendment Act 2010 (2010 No 88).

Sections 4(d): Takeovers Amendment Act 2002 (2002 No 45).

substituted, on 1 December 2002, by section 5(2) of the Section 4(d): amended, on 7 July 2010, by section 5 of the Takeovers Amendment Act 2010 (2010 No 88).

11 Part 1 s 5 Takeovers Act 1993 Reprinted as at 1 May 2011 Sections 4(e): Takeovers Amendment Act 2002 (2002 No 45).
substituted, on 1 December 2002, by section 5(2) of the Part 1 Takeovers Panel 5 (1) (2) (3) Establishment of Takeovers Panel There is hereby established a panel to be called the Takeovers Panel.

The Panel is a Crown entity for the purposes of section 7 of the Crown Entities Act 2004.

The Crown Entities Act 2004 applies to the Panel except to the extent that this Act expressly provides otherwise.

(4) Members of the Panel are the board for the purposes of the Crown Entities Act 2004.
Section 5(2): substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Sections 5(3): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Sections 5(4): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

6 (1) Membership of Panel The Panel shall consist of not less than 5 and not more than 11 members.
(2) Despite clause 1(2) of Schedule 5 of the Crown Entities Act 2004, 1 member must be appointed by the Governor-General, on the recommendation of the Minister, as chairperson of the Panel, and another must be appointed by the Governor-Gen- eral, on the recommendation of the Minister, as deputy chair- person of the Panel.

(2A) The chairperson and any deputy chairperson of the Panel may only be removed from office as chairperson or deputy chair- person for just cause.
(3) At least 1 member of the Panel must be a barrister, a solicitor, or a barrister and solicitor of the High Court of not less than 7 years’ practice.

The Minister must not recommend a person for appointment as a member of the Panel unless, in the opinion of the Minister, (4) 12 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 1 s 7A (5) that person is qualified or experienced in business, accounting, or law.

Subsection (4) does not limit section 29 of the Crown Entities Act 2004.
Section 6(1): amended, on 25 January 2005, by section 200 of the Crown En- tities Act 2004 (2004 No 115).

Section 6(1): amended, on 1 December 2002, by section 6(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 6(2): substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 6(2A): inserted, on 25 January 2005, by section 200 of the Crown En- tities Act 2004 (2004 No 115).
Section 6(3): amended, on 1 December 2002, by section 6(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 6(4): substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 6(5): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

7 Associate members [Repealed] Section 7: repealed, on 1 December 2002, by section 7(1) of the Takeovers Amendment Act 2002 (2002 No 45).
7A Panel may act by divisions (1) The Panel or chairperson may determine that the powers of the Panel in relation to any matter or class of matters may be exercised by separate divisions of the Panel.

(2) However, the Panel or chairperson must not determine that a separate division of the Panel may exercise— (a) any power in connection with the performance of its functions under section 8(1)(a): the power of the Panel to grant an exemption under sec- tion 45(1)(b).
(b) (3) (4) The Panel or chairperson may revoke or amend a determin- ation made under subsection (1).

Every determination (or revocation or amendment of a deter- mination) must be recorded in writing and signed by 3 mem- bers or the chairperson.

13 Part 1 s 7B Takeovers Act 1993 Reprinted as at 1 May 2011 (5) (6) The powers in this section are an exception to clause 14 of Schedule 5 of the Crown Entities Act 2004.

Clause 7 of Schedule 5 of that Act applies to meetings of a special division of the Panel.
Section 7A: substituted, on 1 December 2002, by section 8 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 7A(5): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 7A(6): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

7B Membership and chairperson of division (1) Each division consists of the members who are assigned to it for the time being by the Panel or the chairperson.
(1A) Each division must have at least 3 members.

(2) If the members appointed to a division do not include either the chairperson or the deputy chairperson, the Panel or chair- person must nominate one of those members as chairperson of that division.

[Repealed] [Repealed] Section 7B: inserted, on 1 June 2001, by section 5(1) of the Takeovers Amend- ment Act 2001 (2001 No 30).

(3) (4) Section 7B(1): Takeovers Amendment Act 2002 (2002 No 45).
substituted, on 1 December 2002, by section 9(1) of the Section 7B(1A): inserted, on 1 December 2002, by section 9(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 7B(2): amended, on 1 December 2002, by section 9(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 7B(3): repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 7B(4): repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
7C Powers of division (1) For the purposes of determining any matter or class of matter specified in a determination under section 7A,— (a) the Panel consists of the division of the Panel specified in the determination; and 14 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 1 s 8 (b) the powers of any such division are not affected by any changes or vacancies in its membership.
(2) A division of the Panel may exercise powers of the Panel under this Act even though another division of the Panel is exercising powers of the Panel at the same time.

Section 7C: inserted, on 1 June 2001, by section 5(1) of the Takeovers Amend- ment Act 2001 (2001 No 30).

Section 7C(1): amended, on 1 December 2002, by section 10(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 7C(1)(a): amended, on 1 December 2002, by section 10(1) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 7C(1)(a): amended, on 1 December 2002, by section 10(2) of the Takeovers Amendment Act 2002 (2002 No 45).
8 (1) Functions of Panel The Panel has the following functions: (a) to keep under review the law relating to takeovers of code companies and to recommend to the Minister any changes to that law that it considers necessary: [Repealed] for the purposes of paragraph (a), to keep under review practices relating to takeovers of code companies: to investigate any act or omission or practice for the purpose of exercising its powers and functions under Parts 3 and 4: to make determinations and orders and make applica- tions to the court in accordance with Part 3: to co-operate with any overseas regulator and, for that purpose (but without limiting this function), to com- municate, or make arrangements for communicating, to that overseas regulator information obtained by the Panel in the performance of its functions and powers (whether or not confidential) that the Panel considers may assist that overseas regulator in the performance of its functions: to promote public understanding of the law and practice relating to takeovers: to perform such other functions as are conferred on it by this Act.
(b) (c) (d) (e) (ea) (f) (g) 15 Part 1 s 9 Takeovers Act 1993 Reprinted as at 1 May 2011 In the exercise of its functions and powers under Parts 3 and 4 and the takeovers code, the Panel shall comply with the prin- ciples of natural justice.
Except as expressly provided otherwise in this or any other Act, the Panel must act independently in performing its statu- tory functions and duties, and exercising its statutory powers, under— (a) (b) this Act; and any other Act that expressly provides for the functions, powers, or duties of the Panel (other than the Crown Entities Act 2004).

Section 8(1)(a): substituted, on 1 December 2002, by section 11(1) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 8(1)(a): amended, on 7 July 2010, by section 6(1) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 8(1)(b): Takeovers Amendment Act 2002 (2002 No 45).

repealed, on 1 December 2002, by section 11(1) of the Section 8(1)(c): amended, on 7 July 2010, by section 6(1) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 8(1)(c): amended, on 1 December 2002, by section 11(2) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 8(1)(d): amended, on 7 July 2010, by section 6(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 8(1)(ea): Takeovers Amendment Act 2002 (2002 No 45).

inserted, on 1 December 2002, by section 11(3) of the Section 8(2): amended, on 7 July 2010, by section 6(3) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 8(3): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
Powers of Panel to take evidence [Repealed] Section 9: repealed, on 1 December 2002, by section 12 of the Takeovers Amendment Act 2002 (2002 No 45).

Provisions relating to certain proceedings before Panel [Repealed] Section 10: repealed, on 1 December 2002, by section 12 of the Takeovers Amendment Act 2002 (2002 No 45).
(2) (3) 9 10 16 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 1 s 11 11 Protection from liability for Panel and members, officers, and employees (1) No proceedings, civil or criminal, shall lie against the Panel for anything it may do or fail to do in the course of the exercise or intended exercise of its functions, unless it is shown that the Panel acted without reasonable care or in bad faith.
(2) No proceedings, civil or criminal, lie against any member of the Panel, or any officer or employee of the Panel, or any mem- ber of a committee of the Panel, for anything that person may do or say or fail to do or say in the course of the operations of the Panel, unless it is shown by the Panel that the person acted in bad faith.
(3) Nothing in subsections (1) and (2) applies in respect of pro- ceedings for— (a) (b) (c) an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961; or the offence of conspiring to commit an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961; or the offence of attempting to commit an offence against section 78 or section 78A or section 105 or section 105A of the Crimes Act 1961.
(3A) Section 59(3) of the Crown Entities Act 2004 (which provides that a statutory entity may bring an action against a member for breach of an individual duty) does not apply, unless it is shown that the person acted in bad faith.

(3B) Sections 122 to 126 of the Crown Entities Act 2004 apply as if the conduct for which a person may be indemnified or insured under those sections were conduct that is covered by the pro- tection from liability in this section.
(3C) This section contains an exception to section 121 of the Crown Entities Act 2004.
17 Part 1 s 11 Takeovers Act 1993 Reprinted as at 1 May 2011 [Repealed] [Repealed] [Repealed] [Repealed] [Repealed] [Repealed] (4) (5) (6) (7) (8) (9) (10) For the purposes of clause 3 of Part 2 of Schedule 1 of the Defamation Act 1992, any statement, document, determin- ation, order, or decision made by the Panel in the exercise or intended exercise of any of its functions or powers shall be deemed to be an official report made by a person holding an inquiry under the authority of the Parliament of New Zealand.
[Repealed] Compare: 1986 No 5 s 106; 1990 No 41 s 39 (11) Section 11 heading: substituted, on 1 December 2002, by section 13(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 11(2): substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 11(3A): inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 11(3B): inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
Section 11(3C): inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 11(4): repealed, on 1 December 2002, by section 13(3) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 11(5): repealed, on 1 December 2002, by section 13(3) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 11(6): repealed, on 1 December 2002, by section 13(3) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 11(7): repealed, on 1 December 2002, by section 13(3) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 11(8): repealed, on 1 December 2002, by section 13(3) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 11(9): repealed, on 1 December 2002, by section 13(3) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 11(11): repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
18 Reprinted as at 1 May 2011 12 Meetings Takeovers Act 1993 Part 1 s 15A [Repealed] Section 12: repealed, on 1 December 2002, by section 14 of the Takeovers Amendment Act 2002 (2002 No 45).

Power to prohibit disclosure of information, documents, and evidence [Repealed] Section 13: repealed, on 1 December 2002, by section 14 of the Takeovers Amendment Act 2002 (2002 No 45).

Delegation The Panel may not delegate the powers in sections 31A, 31X, 32, and 45(1).
In other respects, section 73 of the Crown Entities Act 2004 applies.

Section 14: substituted, on 25 January 2005, by section 200 of the Crown En- tities Act 2004 (2004 No 115).

Section 14(1): amended, on 25 October 2006, by section 6 of the Takeovers Amendment Act 2006 (2006 No 48).

Powers [Repealed] Section 15: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
13 14 (1) (2) 15 15A Sharing of information and documents with FMA (1) The Panel may provide to the FMA any information, or a copy of any document, that the Panel— (a) holds in relation to the exercise of the Panel’s powers or the performance of its functions and duties; and considers may assist the FMA in the exercise of the FMA’s powers or the performance of its functions and duties under any enactment.
(b) (2) The Panel may use any information, or a copy of any docu- ment, provided to it by the FMA under section 30 of the Fi- nancial Markets Authority Act 2011 in the Panel’s exercise of its powers or the performance of its functions and duties.

19 Part 1 s 15B Takeovers Act 1993 Reprinted as at 1 May 2011 (3) This section applies despite anything to the contrary in any contract, deed, or document.

(4) Nothing in this section limits the Privacy Act 1993.
Section 15A: substituted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
15B Sharing of information and documents with Commerce (1) (2) (3) Commission The Panel may provide to the Commerce Commission any in- formation, or a copy of any document, that the Panel— (a) holds in relation to the exercise of the Panel’s powers, or the performance of its functions and duties; and considers may assist the Commerce Commission in the exercise of the Commerce Commission’s powers, or the performance of its functions and duties, in respect of the Fair Trading Act 1986.
(b) The Panel may use any information, or a copy of any docu- ment, provided to it by the Commerce Commission under sec- tion 48A of the Fair Trading Act 1986 in the Panel’s exercise of its powers, or the performance of its functions and duties.

This section applies despite anything to the contrary in any contract, deed, or document.

(4) Nothing in this section limits the Privacy Act 1993.

Section 15B: substituted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
16 17 (1) Annual reports [Repealed] Section 16: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Annual fee in respect of funding of Panel Each code company shall pay such annual fee in respect of the funding of the Panel as may be prescribed by regulations made under this Act.
(2) Any such fee shall be— (a) payable to the Registrar of Companies upon delivery to the Registrar of the company’s annual return; and 20 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 2 s 20 (b) (c) payable in addition to any fee payable in respect of the annual return; and recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.

The Registrar of Companies shall, as soon as practicable, remit to the Panel the fees paid under this section.
Section 17(1): amended, on 7 July 2010, by section 7 of the Takeovers Amend- ment Act 2010 (2010 No 88).

(3) 17A Panel deemed to be public authority [Repealed] Section 17A: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

18 Further provisions applying to Panel The provisions set out in the Schedule apply in respect of the Panel.
Part 2 Takeovers code 19 (1) (2) 20 (1) Power to make takeovers code The Governor-General may, by Order in Council made on the recommendation of the Minister, make regulations set- ting out the rules applying to takeovers of code companies (a takeovers code).

The Minister must formulate and make his or her recommen- dations in accordance with this Part.

Section 19: substituted, on 1 December 2002, by section 16 of the Takeovers Amendment Act 2002 (2002 No 45).
Section 19(1): amended, on 7 July 2010, by section 8 of the Takeovers Amend- ment Act 2010 (2010 No 88).
Objectives of takeovers code In formulating recommendations concerning a takeovers code, the Minister shall consider the following objectives as the ob- jectives for the code, namely,— (a) (b) encouraging the efficient allocation of resources: encouraging competition for the control of code com- panies: 21 Part 2 s 21 Takeovers Act 1993 Reprinted as at 1 May 2011 (2) (3) (4) (f) (c) (e) (d) assisting in ensuring that the holders of securities in a takeover are treated fairly: promoting the international competitiveness of New Zealand’s capital markets: recognising that the holders of securities must ultim- ately decide for themselves the merits of a takeover offer: maintaining a proper relation between the costs of com- pliance with the code and the benefits resulting from it.
In formulating recommendations concerning a takeovers code, it is for the Minister to determine the weight that should be given to any particular objective or objectives referred to in subsection (1).

[Repealed] [Repealed] Section 20(1): amended, on 1 December 2002, by section 17(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 20(1)(b): amended, on 7 July 2010, by section 9 of the Takeovers Amendment Act 2010 (2010 No 88).
Section 20(2): substituted, on 1 December 2002, by section 17(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 20(3): repealed, on 1 December 2002, by section 17(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 20(4): repealed, on 1 December 2002, by section 17(2) of the Takeovers Amendment Act 2002 (2002 No 45).
21 Matters to be considered by Minister in making recommendations concerning takeovers code Without limiting the matters that the Minister may consider, the Minister must, in formulating recommendations concern- ing a takeovers code, consider whether the code should pro- vide— (a) that advance notice and publicity should be given of takeovers: that in a takeover, the code company and its security holders should be fully informed: that in a takeover, offers should be made to all secur- ity holders, that the consideration offered should be the same for all security holders, and that all security hold- ers should have the same opportunity for acceptance: (b) (c) 22 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 2 s 22 (d) (e) (f) that incremental acquisitions and partial bids should be permitted: that there should be rules to determine the price or prices payable for the acquisition of securities in a takeover: for the compulsory acquisition of securities in a code company at the option of offerors or security holders, or both: for the regulation of defensive tactics.
(g) Section 21 heading: amended, on 1 December 2002, by section 18(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 21: amended, on 1 December 2002, by section 18(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 21(b): amended, on 7 July 2010, by section 10 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 21(f): amended, on 7 July 2010, by section 10 of the Takeovers Amend- ment Act 2010 (2010 No 88).
22 Specific provisions applying to takeovers code Without limiting section 19, but subject to section 23, regula- tions under that section may— (a) define the transactions or classes of transactions in re- lation to which the code applies and for that purpose define terms and expressions used in the code in such manner as it thinks fit: prescribe the requirements in relation to offers and the making of offers to acquire securities in a code company in a takeover including requirements as to the form and content of those offers, variations of those offers, the time during which those offers are to remain open for acceptance, the persons to whom those offers are to be made, and the manner of acceptance: prescribe the information, statements, certificates, and documents or other matters that must be supplied to a code company and the security holders of the code com- pany in a takeover: prescribe requirements for the registration by the Regis- trar of Companies of documents in connection with a takeover: (b) (c) (d) 23 Part 2 s 23 Takeovers Act 1993 Reprinted as at 1 May 2011 (e) prescribe the duties and obligations of a code company and the directors of the code company and other persons in a takeover.
Section 22: amended, on 1 December 2002, by section 19 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 22(b): amended, on 7 July 2010, by section 11 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 22(c): amended, on 7 July 2010, by section 11 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 22(e): amended, on 7 July 2010, by section 11 of the Takeovers Amend- ment Act 2010 (2010 No 88).
Takeovers code not to apply in certain cases Nothing in the takeovers code shall require any person to com- ply with the code— (a) by reason only of the fact that, on the coming into force of the code, a particular proportion of securities have been acquired in a code company, whether by that per- son or any other person, before the code comes into force; or by reason of the acquisition of securities in a code com- pany, whether by that person or any other person, on or after the coming into force of the code, if the acquisition arises from the performance of a contractual obligation incurred, or the exercise of a right acquired, before the date on which an approved takeovers code comes into force.
(b) Section 23(a): amended, on 7 July 2010, by section 12 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 23(b): amended, on 7 July 2010, by section 12 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 23(b): amended, on 1 December 2002, by section 20 of the Takeovers Amendment Act 2002 (2002 No 45).
Co-ordination with Australia In formulating recommendations concerning a takeovers code, the Minister must have regard, as far as practicable, to any principles applying to the co-ordination of business law be- tween Australia and New Zealand set out in any agreement or memorandum of understanding between the Governments of Australia and New Zealand.
23 24 24 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 2 s 31 Section 24: substituted, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).

25 Minister to consult Panel The Minister must, in formulating recommendations concern- ing a takeovers code, consult the Panel.

Section 25: substituted, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).
26 27 28 29 Panel to consult with Minister [Repealed] Section 26: repealed, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).

Action taken by Takeover Panel Advisory Committee [Repealed] Section 27: repealed, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).

Approval of takeovers code [Repealed] Section 28: repealed, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).
Order in Council deemed to be regulation [Repealed] Section 29: repealed, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).

30 Minister may request formulation of further takeovers code [Repealed] Section 30: repealed, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).

31 Revocation of takeovers code [Repealed] Section 31: repealed, on 1 December 2002, by section 21 of the Takeovers Amendment Act 2002 (2002 No 45).
25 Part 3 s 31A Takeovers Act 1993 Reprinted as at 1 May 2011 Part 3 Investigation and enforcement Part 3: inserted, as Part 2A, on 1 June 2001, by section 9 of the Takeovers Amendment Act 2001 (2001 No 30).

Part 3 Part number and heading: substituted, on 1 December 2002, by section 22 of the Takeovers Amendment Act 2002 (2002 No 45).

Subpart 1—Investigation and enforcement by Panel Subpart 1 heading: inserted, on 25 October 2006, by section 8 of the Takeovers Amendment Act 2006 (2006 No 48).
Panel’s powers of inspection Heading: substituted, on 1 December 2002, by section 22 of the Takeovers Amendment Act 2002 (2002 No 45).
31A Power to inspect documents (1) The Panel may, in accordance with section 31BA,— (a) (b) (c) (d) require any person to produce for inspection any docu- ment kept by that person: if necessary, require any person to reproduce, or assist in reproducing, in usable form, information recorded in that document: inspect and make records of that document: for the purpose of making records of that document, take possession of that document, or any article or thing that the Panel reasonably requires to make a record of that document, and remove the document, article, or thing from the premises where it is kept for the period of time that is reasonable in the circumstances.
(2) Documents may be required under this section either specific- ally, generally, or by class, nature, content, or effect.

Section 31A: substituted, on 1 December 2002, by section 22 of the Takeovers Amendment Act 2002 (2002 No 45).
31B Power to request or approve Registrar or authorised person to inspect documents The Panel may, in accordance with sections 31BA and 31BB, request or approve the Registrar, or any other person author- (1) 26 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31BB ised by the Panel or Registrar, to carry out an inspection by doing any of the things in section 31A(1).
(3) (2) A request or approval under subsection (1) may relate to a particular case, or a class or classes of cases, specified by the Panel.

The fact that the Registrar, or any person authorised by the Panel or Registrar, does, or attempts to do, any of the things in section 31A(1) is sufficient evidence that that inspection has been requested or approved by the Panel unless there is evidence to the contrary.

This section applies despite section 73 of the Crown Entities Act 2004.
Section 31B: substituted, on 1 December 2002, by section 22 of the Takeovers Amendment Act 2002 (2002 No 45).

(4) Section 31B(4): added, on 25 January 2005, by section 200 of the Crown En- tities Act 2004 (2004 No 115).
31BA Limits on exercise of power to inspect documents The Panel may only carry out an inspection under section 31A, or request or approve the Registrar or any other person under section 31B to carry out an inspection, if— (a) the inspection is for the purposes of— (i) (ii) this Act: complying with the request of an overseas regu- lator under section 31P or otherwise co-operating with an overseas regulator; and (b) the Panel first considers, along with any other relevant matters, any matters relating to the necessity or ex- pediency of carrying out an inspection (for example, whether it is practicable to obtain the information from other sources or by other means in the time available).
Section 31BA: inserted, on 1 December 2002, by section 22 of the Takeovers Amendment Act 2002 (2002 No 45).
31BB Requirements for persons authorised to inspect (1) documents The Panel or Registrar must not authorise a person to carry out an inspection under section 31A unless the Panel or Registrar is satisfied that the person is suitably qualified or trained, or 27 Part 3 s 31C Takeovers Act 1993 Reprinted as at 1 May 2011 the person is a member of a class of persons who are suitably qualified or trained, to carry out an inspection.
(2) A person authorised by the Panel or Registrar to carry out an inspection under section 31A must, if requested at the time of carrying out the inspection, produce evidence of that person’s authority to carry out the inspection.

Section 31BB: inserted, on 1 December 2002, by section 22 of the Takeovers Amendment Act 2002 (2002 No 45).
31C Disclosure of information from inspection (1) On the direction of the Panel or Registrar, a person who has made an inspection under section 31A must give all records and disclose all information acquired in the course of the in- spection to any person specified by the Panel or Registrar for the purposes of— (a) (b) (c) this Act, the Financial Markets Authority Act 2011, or any of the Acts listed in Schedule 1 of that Act: detecting and prosecuting offences against any enact- ments other than those referred to in paragraph (a), but, in this case, those records and information are not ad- missible in any criminal proceedings against the person from whom the records or information were acquired or any person to whom the records or information relate: assisting the Panel to comply with the request of an overseas regulator under section 31P or otherwise co-operate with an overseas regulator.
(2) The Minister may, by written notice, require the Panel or Registrar to give a direction under subsection (1), and the Panel or Registrar must comply with that requirement.

(2A) Section 115 of the Crown Entities Act 2004 does not apply to that requirement.

The Panel may, by written notice, require the Registrar to give a direction under subsection (1), and the Registrar must com- ply with that requirement.
This section is subject to section 31X of this Act and to section 44 of the Financial Markets Authority Act 2011.

Section 31C: substituted, on 1 December 2002, by section 23 of the Takeovers Amendment Act 2002 (2002 No 45).

(3) (4) 28 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31E Section 31C(1)(a): substituted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
Section 31C(1)(b): amended, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 31C(2A): inserted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Section 31C(4): amended, on 1 May 2011, by section 82 of the Financial Mar- kets Authority Act 2011 (2011 No 5).
31D Powers not limited Sections 31A, 31B, and 31C do not limit any power that the Panel, Registrar, or any other person has under the Companies Act 1993 or any other enactment.

Compare: 1978 No 103 s 67(7) Section 31D: inserted, on 1 June 2001, by section 9 of the Takeovers Amend- ment Act 2001 (2001 No 30).

Section 31D: amended, on 1 December 2002, by section 24 of the Takeovers Amendment Act 2002 (2002 No 45).
31E Non-disclosure of information from inspection A person must not communicate to any other person any infor- mation acquired in the course of an inspection under section 31A except— (a) (b) in accordance with section 31C; or for the purposes of this Act, the Financial Markets Au- thority Act 2011, or any of the Acts listed in Schedule 1 of that Act; or in accordance with the Official Information Act 1982 or the Privacy Act 1993; or in the course of any criminal proceedings (but subject to the limitation in section 31C(1)(b)).
(c) (d) Compare: 1978 No 103 s 67A(1) Section 31E: inserted, on 1 June 2001, by section 9 of the Takeovers Amend- ment Act 2001 (2001 No 30).

Section 31E(b): substituted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).

Section 31E(d): amended, on 1 December 2002, by section 25(2) of the Takeovers Amendment Act 2002 (2002 No 45).
29 Part 3 s 31EA Takeovers Act 1993 Reprinted as at 1 May 2011 31EA No privilege against self-incrimination Section 33B applies to information and documents provided under section 31A.

Section 31EA: inserted, on 1 December 2002, by section 26 of the Takeovers Amendment Act 2002 (2002 No 45).
31EB Protections from liability for persons exercising powers of inspection Without limiting any other statutory protection from liability, no person is liable for any act done or omitted to be done by the person in the performance or intended performance of the per- son’s powers under section 31A, section 31C, or section 31E unless the person acts in bad faith.

Section 31EB: inserted, on 1 December 2002, by section 26 of the Takeovers Amendment Act 2002 (2002 No 45).
Offences [Repealed] Heading: Amendment Act 2002 (2002 No 45).
repealed, on 1 December 2002, by section 27 of the Takeovers 31F Offences (1) Every person commits an offence who— (a) refuses or fails, without reasonable excuse, to produce any document for inspection, or reproduce or assist in reproducing, in usable form, information recorded in that document, when required to do so under sec- tion 31A; or (b) wilfully resists or obstructs, or deceives or attempts to deceive, the Panel or Registrar, or any person authorised by the Panel or Registrar, in carrying out an inspection under section 31A; or is not the Panel, the Registrar, or a person authorised by the Panel or Registrar to carry out an inspection under section 31A and who wilfully communicates to any other person information acquired in the course of an inspection under that section; or (c) (d) wilfully contravenes section 31E.
30 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31I (2) Every person who commits an offence against subsection (1) is liable on summary conviction to a fine not exceeding $300,000 and, if the offence is a continuing one, to a further fine not exceeding $10,000 for every day or part of a day during which the offence is continued.

Section 31F: substituted, on 1 December 2002, by section 28 of the Takeovers Amendment Act 2002 (2002 No 45).
Appeals [Repealed] Heading: Amendment Act 2002 (2002 No 45).

repealed, on 1 December 2002, by section 29 of the Takeovers 31G Rights of appeal A person who is aggrieved by an act or decision of the Panel or Registrar, or of any person authorised by the Panel or Regis- trar, under any of sections 31A to 31C may appeal against the act or decision to the court.

Compare: 1978 No 103 ss 68(1), 69A(1) Section 31G: inserted, on 1 June 2001, by section 9 of the Takeovers Amend- ment Act 2001 (2001 No 30).
Section 31G: amended, on 1 December 2002, by section 30 of the Takeovers Amendment Act 2002 (2002 No 45).

31H Time for appeal An appeal under section 31G must be made— (a) within 21 days of the date on which the person was notified of the act, decision, or refusal; or (b) within any longer time allowed by the court.

Compare: 1978 No 103 ss 68(1), 69A(1) Section 31H: inserted, on 1 June 2001, by section 9 of the Takeovers Amend- ment Act 2001 (2001 No 30).
31I Situation while appeal pending While any appeal made under section 31G is pending,— (a) the Panel or Registrar, or any person authorised by the Panel or Registrar, may continue to exercise the powers under any of sections 31A to 31C as if no appeal had been made; and 31 Part 3 s 31J Takeovers Act 1993 Reprinted as at 1 May 2011 (b) (c) no person is excused from fulfilling his or her obliga- tions under any of those sections by reason of the ap- peal; and information that is obtained as a result of an inspection to which the appeal relates is not admissible as evidence in any criminal proceedings against the person to whom the information relates.
Compare: 1978 No 103 s 68(3) Section 31I: inserted, on 1 June 2001, by section 9 of the Takeovers Amendment Act 2001 (2001 No 30).

Section 31I(a): amended, on 1 December 2002, by section 31(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 31I(a): amended, on 1 December 2002, by section 31(2) of the Takeovers Amendment Act 2002 (2002 No 45).
31J Determination of appeal The court must determine the appeal by either dismissing the appeal or giving such directions or making such determination in the matter as it thinks fit.

Compare: 1978 No 103 ss 68(2), 69A(2) Section 31J: inserted, on 1 June 2001, by section 9 of the Takeovers Amendment Act 2001 (2001 No 30).
31K Requirements where appeal allowed To the extent that an appeal in respect of an act or decision of the Panel or Registrar, or any person authorised by the Panel or Registrar, under any of sections 31A to 31C is allowed or granted— (a) the Panel or Registrar must ensure that, as soon as prac- ticable after the decision on the appeal is given, all records made by the Panel or Registrar, or by a per- son authorised by the Panel or Registrar, under sec- tion 31A(1)(c) in respect of the act or decision are de- stroyed; and no information acquired under paragraph (a) or para- graph (b) of section 31A(1) in respect of the act or de- cision is admissible in evidence in any proceedings.
(b) Compare: 1978 No 103 s 68(3) Section 31K: inserted, on 1 June 2001, by section 9 of the Takeovers Amend- ment Act 2001 (2001 No 30).

32 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31MA Section 31K: amended, on 1 December 2002, by section 32 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 31K(a): amended, on 1 December 2002, by section 32 of the Takeovers Amendment Act 2002 (2002 No 45).
Panel’s powers for receiving evidence Heading: inserted, on 1 December 2002, by section 33 of the Takeovers Amend- ment Act 2002 (2002 No 45).

31L Who may receive evidence (1) The Panel may receive evidence through a member, officer, or employee of the Panel, or any 2 or more of them.
(2) However, if a person who is summoned to give evidence under section 31N requests that the evidence be received at a meeting of the Panel, then— (a) subsection (1) does not apply, and the evidence must be received at a meeting of the Panel; and the meeting must not be held by a method under clause 8(b) of Schedule 5 of the Crown Entities Act 2004 except with the consent of the person summoned.

Section 31L: substituted, on 25 October 2006, by section 9 of the Takeovers Amendment Act 2006 (2006 No 48).
(b) 31M Admissibility of evidence The Panel may receive in evidence, whether admissible in a court of law or not, any statement, document, information, or matter that,— (a) in the opinion of the person receiving it, may assist the Panel in dealing effectively with any matter before it; or the Panel may receive under section 31P.

(b) Section 31M: substituted, on 25 October 2006, by section 9 of the Takeovers Amendment Act 2006 (2006 No 48).
31MA How evidence may be given (1) The Panel may receive evidence— (a) (b) (c) given on oath: given not on oath: if the person receiving the evidence permits it, given by a written statement: 33 Part 3 s 31N Takeovers Act 1993 Reprinted as at 1 May 2011 (d) (e) if the person receiving the evidence thinks it is appro- priate, given by a written statement verified on oath: given by audio-visual communication, if the Panel and the person giving the evidence agree.
(2) A member, officer, or an employee of the Panel may administer an oath for the purpose of a person giving evidence on oath.

Section 31MA: inserted, on 25 October 2006, by section 9 of the Takeovers Amendment Act 2006 (2006 No 48).
31N Power to summon witnesses (1) A member of the Panel may issue a summons to a person re- quiring that person to appear (in the case of a body corporate, to appear by its authorised representative) before the Panel, or a member, officer, or employee of the Panel, in relation to any matter before the Panel and to do any of the following things: (a) (b) (c) give evidence: give evidence under oath: provide any documents or information that are in the person’s possession or control and that are relevant to the matter.
(2) The summons must be in writing, be signed by a member of the Panel, and state— (a) the date and time when, and the place where, the person must attend; and the documents or information that the person is required to provide (either generally, specifically, or by class, nature, content, or effect); and the person’s right to request that the person give evi- dence at a meeting of the Panel; and the penalty for failing to attend under section 44.
(b) (c) (d) (3) A summons may be served,— (a) in the case of a natural person, by delivering it person- ally to the person summoned or by leaving it at his or her usual place of residence or business at least 24 hours before his or her attendance is required: in the case of a body corporate, by leaving it at the body corporate’s usual place of business at least 24 hours be- fore its attendance is required.
Compare: 1978 No 103 s 18(3); 1993 No 107 s 9(3) (b) 34 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31P Section 31N: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 31N(1): substituted, on 25 October 2006, by section 10(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 31N(2)(c): amended, on 25 October 2006, by section 10(2) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 31N(3): substituted, on 25 October 2006, by section 10(3) of the Takeovers Amendment Act 2006 (2006 No 48).

31O Witnesses’ expenses (1) (2) If a person has appeared as a witness (whether summoned or not), the Panel may, if it thinks fit, order any sum to be paid to that witness for his or her expenses.
That sum must not exceed the amount that would be payable to the witness if his or her attendance had been as a witness for the Crown in a criminal case in accordance with regulations for the time being in force for the payment of witnesses for the Crown in criminal cases.

Compare: 1978 No 103 s 18(5); 1993 No 107 s 9(5) Section 31O: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).
Exercise of inspection and evidence powers for overseas regulators Heading: inserted, on 1 December 2002, by section 33 of the Takeovers Amend- ment Act 2002 (2002 No 45).

(2) 31P Power of Panel to act on requests of overseas regulators (1) An overseas regulator may request the Panel to inquire into any matter related to the functions of that overseas regulator.
The Panel may obtain information, documents, or evidence that, in the Panel’s opinion, is likely to assist the Panel in com- plying with that request by— (a) (b) exercising its powers of inspection under this Part: exercising its powers to receive evidence and summon witnesses under this Part.

(3) The Panel may transmit the information, documents, or evi- dence obtained by it to the overseas regulator in the manner that the Panel thinks fit.
35 Part 3 s 31Q Takeovers Act 1993 Reprinted as at 1 May 2011 Section 31P: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).
31Q Panel’s consideration of requests (1) The Panel may comply with a request under section 31P only if the Panel is satisfied that— (a) compliance will not substantially affect the perform- ance of its other functions; and it is appropriate to do so after taking into account any matters the Panel thinks relevant; and the Minister has given his or her approval for the Panel to comply with the request.
(b) (c) (2) (3) The Minister’s approval may relate to a particular request, or a class or classes of requests, specified by the Minister.
The matters the Panel may take into account under subsec- tion (1) include, without limitation,— (a) (b) (c) (d) (e) (f) whether the Panel is likely to be able to obtain the re- quested information, documents, or evidence: the cost to the Panel of complying with the request: whether the overseas regulator could more conveniently have the request satisfied from another source: the extent to which the functions of the overseas regu- lator correspond with the functions of the Panel: whether the overseas regulator would be likely to comply with a similar request made by the Panel and whether any arrangement with the overseas regulator to that effect exists: whether, in the Panel’s opinion, it would be more appro- priate for the request to be dealt with under the Mutual Assistance in Criminal Matters Act 1992.
Section 31Q: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

31R Conditions that may be imposed on providing information to overseas regulators The Panel may impose any conditions in relation to providing information, documents, or evidence to an overseas regulator (whether in compliance with a request of an overseas regulator or otherwise).
(1) 36 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31S (2) Those conditions may include, without limitation, conditions relating to— (a) maintaining the confidentiality of anything provided (in particular, information that is personal information within the meaning of the Privacy Act 1993): the storing of, use of, or access to anything provided: the copying, returning, or disposing of copies of docu- ments provided: payment of the costs incurred by the Panel in providing anything or in generally complying with a request.
Section 31R: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).
(b) (c) (d) 31S Undertakings to be obtained before providing certain information to overseas regulators The Panel must not provide any information, evidence, or documents obtained from a person by a summons under sec- tion 31N to an overseas regulator (whether in compliance with the request of an overseas regulator or otherwise) unless the Panel has received in writing an undertaking by the overseas regulator to the effect that the information, evidence, or docu- ments— (a) will not be used by the overseas regulator as evidence in criminal proceedings against the person (other than a proceeding in respect of the falsity of the person’s testimony); and to the extent to which it is within the ability of the over- seas regulator to ensure, will not be used by any other person, authority, or agency as evidence in proceedings of that kind.
(b) Section 31S: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

Panel’s power to accept undertakings Heading: inserted, on 1 December 2002, by section 33 of the Takeovers Amend- ment Act 2002 (2002 No 45).
37 (2) (2) Part 3 s 31T Takeovers Act 1993 Reprinted as at 1 May 2011 31T Panel may accept undertakings (1) The Panel may accept a written undertaking given by, or on behalf of, a person in connection with a matter in relation to which the Panel is exercising any of its powers or performing any of its functions under this Act or any other Act.

The person may withdraw or vary the undertaking with the consent of the Panel.
Section 31T: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

31U Enforcement of undertakings (1) If the Panel considers that a person who has given an under- taking under section 31T has breached a term of that under- taking, the Panel may apply to the court for an order under subsection (2).
The court may make any of the following orders if it is satisfied that the person has breached a term of the undertaking: (a) (b) an order directing the person to comply with that term: an order directing the person to pay to the Crown an amount not exceeding the amount of any financial bene- fit that the person has obtained directly or indirectly and that is reasonably attributable to the breach: any order that the court thinks appropriate directing the person to compensate any other person who has suffered loss, injury, or damage as a result of the breach: an order for any consequential relief that the court thinks appropriate.
(c) (d) Section 31U: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

Proceedings before Panel Heading: inserted, on 1 December 2002, by section 33 of the Takeovers Amend- ment Act 2002 (2002 No 45).
31V Right to be heard and represented at proceedings before Panel (1) At any meeting of the Panel held for the purposes of section 32, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented 38 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 31X (2) (3) and who is a person to whom notice of a meeting of the Panel is given under section 32(1).
Subject to subsection (1), at any meeting of the Panel held for the purposes of this Act, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who, in the opinion of the Panel, is a person who ought to be heard or whose appearance or representation will assist the Panel in its consideration of the matter before it.
Every meeting of the Panel or of a division of the Panel that is held for the purposes of section 31X or section 32 must be attended by at least 1 person— (a) who is a barrister, a solicitor, or a barrister and solici- tor of the High Court of New Zealand of not less than 7 years’ practice; or (b) who— (i) is enrolled as a barrister, as a solicitor, as a barris- ter and solicitor, or as a legal practitioner of the High Court of Australia, of any federal court of Australia, or of the Supreme Court of any State or Territory of Australia; and has not less than 7 years’ practice.
(ii) Compare: 1978 No 103 s 19(1), (2); 1993 No 107 s 10 Section 31V: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

31W Panel to hear proceedings in private The Panel may decide whether to hold any meeting or any part of a meeting in public or in private.

Compare: 1993 No 107 s 12 Section 31W: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).
31X Power to make confidentiality orders (1) The Panel may, on its own initiative or on the application of any person, make an order prohibiting— (a) the publication or communication of any information, document, or evidence that is provided or obtained in 39 Part 3 s 32 Takeovers Act 1993 Reprinted as at 1 May 2011 connection with any inquiry or other proceedings of the Panel: the giving of evidence involving any such information, document, or evidence.
(b) (2) The Panel may make the order on the terms and conditions (if any) that it thinks fit.

(3) An order under subsection (1) may be expressed to have effect from the commencement of any inquiry or other proceedings of the Panel to the end of that inquiry or proceedings.

the end of the inquiry or proceedings, the Official Information Act 1982 applies to any information or document or evidence that was the subject of the order.
Compare: 1978 No 103 s 19(5)(b), (6); 1993 No 107 s 13 (4) At Section 31X: inserted, on 1 December 2002, by section 33 of the Takeovers Amendment Act 2002 (2002 No 45).

Enforcement of takeovers code by Panel Heading: substituted, on 1 December 2002, by section 34 of the Takeovers Amendment Act 2002 (2002 No 45).
32 (1) Panel’s powers in respect of compliance with takeovers code The Panel may at any time, if it considers that a person may not have acted or may not be acting or may intend not to act in compliance with the takeovers code, after giving that per- son such written notice of the meeting as the Panel consid- ers appropriate in the circumstances, but in no case exceeding 7 days, hold a meeting for the purpose of determining whether to exercise its powers under this section.
(2) Where the Panel gives a notice under subsection (1), it may make a temporary restraining order that is expressed to expire with the close of the second day after the date for which the meeting was convened.
Following the meeting specified in subsection (1), the Panel may make a determination— (a) that it is satisfied that the person has acted or is acting or intends to act in compliance with the takeovers code; or (3) 40 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 32 (3A) (b) that it is not satisfied that the person has acted or is acting or intends to act in compliance with the takeovers code.
If the Panel makes a determination under subsection (3), the Panel must, as soon as reasonably practicable, give written notice of its reasons for the determination to the person the determination concerns.
(4) Where the Panel makes a determination on reasonable grounds under subsection (3)(b), the Panel may, at any time before the close of the second day after the date for which the meeting was convened,— (a) make a temporary restraining order (relating to the non- compliance with the takeovers code) that is expressed to expire with the close of such day as shall be specified in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made: (b) make an order continuing any temporary restraining order (relating to the non-compliance with the takeovers code) made under subsection (2) until the close of such day as may be specified in the order, not being a day that is later than 21 days after the date on which the tempor- ary restraining order is made: (c) make a permanent compliance order (relating to the (d) non-compliance with the takeovers code): if it makes any order under this subsection, also make an order extending, for a reasonable time, the period for which a takeover offer must remain open.
If the Panel makes an order under this section, the Panel— (a) must immediately give written notice to the person to whom the order is directed of the terms and conditions of the order; and (b) must, as soon as is reasonably practicable, also give that person written notice of the reasons for the order; and (c) may also give notice to any other person of those mat- ters.

(4A) (5) An order made under this section may be made on any terms and conditions that the Panel thinks fit.
41 Part 3 s 33 Takeovers Act 1993 Reprinted as at 1 May 2011 The Panel may vary the order in the same way as it may be made under this section.

The Panel may revoke the order or suspend the order on the terms and conditions it thinks fit.

Section 32(2): amended, on 25 October 2006, by section 11(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(3A): inserted, on 25 October 2006, by section 11(2) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4)(a): amended, on 25 October 2006, by section 11(3) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(4)(b): amended, on 25 October 2006, by section 11(3) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(4)(c): added, on 25 October 2006, by section 11(4) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(4)(d): added, on 25 October 2006, by section 11(4) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4A): inserted, on 25 October 2006, by section 11(5) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(5): added, on 1 December 2002, by section 35 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 32(5): amended, on 25 October 2006, by section 11(6) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(6): added, on 1 December 2002, by section 35 of the Takeovers Amendment Act 2002 (2002 No 45).
Section 32(6): amended, on 25 October 2006, by section 11(7) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 32(7): added, on 1 December 2002, by section 35 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 32(7): amended, on 25 October 2006, by section 11(7) of the Takeovers Amendment Act 2006 (2006 No 48).
Temporary restraining orders For the purposes of section 32, a temporary restraining order is an order for 1 or more of the following: (a) restraining a person from acquiring securities in the code company concerned or any interest in or rights re- lating to such securities: restraining a person from disposing of securities in the code company concerned or any interest in or rights relating to such securities: (b) (6) (7) 33 42 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 33AA (c) (d) (e) (f) (g) (h) restraining a person from exercising the right to vote attaching to securities in the code company concerned or any other right relating to such securities: restraining a person from taking any action (including from making any statement or distributing any docu- ment) that is or that may reasonably be expected to con- stitute a contravention of the takeovers code (see section 2(2) for the definition of contravention of the takeovers code): directing the code company concerned not to make any payments in respect of any securities: directing the code company concerned not to register the transfer or transmission of any securities: directing the code company concerned not to issue or allot securities to any person: for the purpose of securing compliance with any such order, an order directing a person to do or refrain from doing a specified act.
Section 33 heading: amended, on 25 October 2006, by section 12(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 33: amended, on 25 October 2006, by section 12(2) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 33(a): amended, on 7 July 2010, by section 13 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 33(b): amended, on 7 July 2010, by section 13 of the Takeovers Amend- ment Act 2010 (2010 No 88).
Section 33(c): amended, on 7 July 2010, by section 13 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 33(d): Takeovers Amendment Act 2006 (2006 No 48).

substituted, on 25 October 2006, by section 12(3) of the Section 33(e): amended, on 7 July 2010, by section 13 of the Takeovers Amend- ment Act 2010 (2010 No 88).

Section 33(f): amended, on 7 July 2010, by section 13 of the Takeovers Amend- ment Act 2010 (2010 No 88).
Section 33(g): amended, on 7 July 2010, by section 13 of the Takeovers Amend- ment Act 2010 (2010 No 88).
33AA Permanent compliance orders For the purposes of section 32, a permanent compliance order is an order for 1 or more of the following: 43 Part 3 s 33A Takeovers Act 1993 Reprinted as at 1 May 2011 (a) (b) (c) (d) prohibiting or restricting a person from making any statement or distributing any document that is or that may reasonably be expected to constitute a contra- vention of the takeovers code (see section 2(2) for the definition of contravention of the takeovers code): directing a person to disclose in accordance with the order information for the purpose of securing compli- ance with the takeovers code: directing a person to publish, at the person’s own ex- pense, in the manner and at the times specified in the order corrective statements that are specified in, or are to be determined in accordance with, the order: for the purpose of securing compliance with any of those orders, an order directing a person to do or refrain from doing a specified act.
Section 33AA: inserted, on 25 October 2006, by section 13 of the Takeovers Amendment Act 2006 (2006 No 48).

Miscellaneous provisions for investigation and enforcement by Panel Heading: inserted, on 1 December 2002, by section 36 of the Takeovers Amend- ment Act 2002 (2002 No 45).
33A Witnesses and counsel to have privileges of witnesses and counsel in court Every person has the same privileges in relation to providing information and documents to, and answering questions be- fore, the Panel, a member, officer, or employee of the Panel, or a person authorised by the Panel under section 31B, as wit- nesses have in proceedings before a court.
Every person appearing as counsel before the Panel, or a mem- ber, officer, or employee of the Panel, has the same privileges as counsel have in proceedings before a court.

Every person has the same privileges in relation to providing information and documents to the Registrar, or a person au- thorised by the Registrar under section 31B, as witnesses have in proceedings before a court.

This section is subject to section 33B.


(1) (2) (3) (4) 44 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 33C Section 33A: inserted, on 1 December 2002, by section 36 of the Takeovers Amendment Act 2002 (2002 No 45).

33B No privilege against self-incrimination No person is excused from answering any question or provid- ing any information or document under this Act on the ground that to do so would or might incriminate or tend to incriminate that person.
Compare: 1993 No 107 s 11(4) Section 33B: inserted, on 1 December 2002, by section 36 of the Takeovers Amendment Act 2002 (2002 No 45).
33C Restrictions on use of self-incriminating statements obtained by summons (1) A self-incriminating statement made orally by a person sum- moned under section 31N (whether or not the statement is recorded in writing) in the course of answering any question before, or providing any information or document to, the Panel, or a member, officer, or employee of the Panel,— (a) subject to paragraph (b), is not admissible in— (i) (ii) criminal proceedings against that person; or proceedings under this Act, the Securities Act 1978, or the Securities Markets Act 1988 for a pecuniary penalty order against that person; but is admissible against that person in any proceeding in respect of the falsity of the person’s testimony, for ex- ample, in a prosecution for perjury or for an offence under section 44(1).
(2) In addition,— (a) a refusal or failure to answer a question or provide in- formation or a document or comply with any other re- quirement may be used in evidence against that person in proceedings for an offence under section 44(1) aris- ing from that refusal or failure; and the answering of a question in a way that is false, decep- tive, or misleading or the providing of information or a document that is false, deceptive, or misleading may be used in evidence against that person in proceedings for an offence under section 44(1) arising from that act.
(b) (b) 45 Part 3 s 33D Takeovers Act 1993 Reprinted as at 1 May 2011 Section 33C: substituted, on 25 October 2006, by section 14 of the Takeovers Amendment Act 2006 (2006 No 48).
33D Limitation on disclosure of information obtained in Panel’s operations (1) No court or other person may require a member, an officer, or an employee of the Panel, any delegate of the Panel, any expert appointed by the Panel, or any other person present at a meeting of the Panel to— (a) give evidence in court or in any proceedings of a judicial nature of anything coming to his or her knowledge in connection with the operations of the Panel; or (b) make discovery of a document or produce a document for inspection in court or in any proceedings of a judi- cial nature if the document was provided or obtained in connection with the operations of the Panel.
(2) Subsection (1) does not apply to— (a) (b) (c) proceedings in respect of the falsity of any testimony; or proceedings to which the Panel is a party; or proceedings in respect of— (i) an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or the offence of conspiring to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or the offence of attempting to commit an offence against section 78 or section 78A(1) or sec- tion 105 or section 105A or section 105B of the Crimes Act 1961.
(ii) (iii) (3) This section does not limit the application of the Official Information Act 1982.

Compare: 1978 No 103 s 28(4), (5); 1993 No 107 s 11(7), (8) Section 33D: inserted, on 1 December 2002, by section 36 of the Takeovers Amendment Act 2002 (2002 No 45).

46 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 33F Subpart 2—Enforcement by court Subpart 2 heading: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
Overview of enforcement powers and civil remedies Heading: substituted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33E Overview of enforcement powers and civil remedies (1) The following enforcement orders and remedies (civil remedy orders) are available under this subpart for a contravention of the takeovers code: an injunction: (a) a civil remedy order under section 33I: (b) a compensatory order: (c) a pecuniary penalty order and declaration of contraven- (d) tion (on application by the Panel only).

(2) (3) See section 2(2) for the definition of contravention of the takeovers code in this subpart.
This section is a guide only to the general scheme and effect of this subpart.

Section 33E: substituted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).

Injunctions Heading: inserted, on 25 October 2006, by section 16 of the Takeovers Amend- ment Act 2006 (2006 No 48).
33F What court may injunct The court may, on application by any person in accordance with section 35, grant an injunction restraining a person from engaging in conduct that constitutes or would constitute a contravention of the takeovers code.

Section 33F: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
47 Part 3 s 33G Takeovers Act 1993 Reprinted as at 1 May 2011 33G When court may grant injunctions and interim (1) (2) (3) (4) injunctions The court may grant an injunction restraining a person from engaging in conduct of a particular kind if— (a) it is satisfied that the person has engaged in conduct of that kind; or it appears to the court that, if an injunction is not granted, it is likely that the person will engage in con- duct of that kind.
(b) The court may grant an interim injunction restraining a person from engaging in conduct of a particular kind if in its opinion it is desirable to do so.

Subsections (1)(a) and (2) apply whether or not it appears to the court that the person intends to engage again, or to continue to engage, in conduct of that kind.
Subsections (1)(b) and (2) apply whether or not— (a) the person has previously engaged in conduct of that kind: there is an imminent danger of substantial damage to any other person if that person engages in conduct of that kind.

(b) Section 33G: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33H Undertaking as to damages not required by Panel (1) If the Panel applies to the court for the grant of an interim injunction under this subpart, the court must not, as a condition of granting an interim injunction, require the Panel to give an undertaking as to damages.

(2) However, in determining the Panel’s application for the grant of an interim injunction, the court must not take into account that the Panel is not required to give an undertaking as to dam- ages.
Section 33H: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).

Various civil remedy orders Heading: inserted, on 25 October 2006, by section 16 of the Takeovers Amend- ment Act 2006 (2006 No 48).
48 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 33J 33I When court may make various civil remedy orders The court may, on application by any person in accordance with section 35, make 1 or more of the civil remedy orders described in section 33J if the court is satisfied on reasonable grounds that a person has contravened or is contravening or intends to contravene the takeovers code.

Section 33I: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33J Terms of various civil remedy orders A civil remedy order under section 33I may— (a) (b) (c) (d) (e) (f) (g) (h) (i) restrain the exercise of rights attaching to securities or declare an exercise of those rights to be void and of no effect: restrain the issue or allotment of securities or restrain any distribution due in relation to securities: restrain the acquisition or disposal of securities or of interests in or rights relating to them or restrain the registration of any transfer or transmission of securities: direct the disposal of securities or of interests in or rights relating to them (including the person or class of per- sons to which they must, or must not, be disposed of) and direct the payment of the proceeds of any disposal: require securities to be forfeited and require the public issuer to cancel the forfeited securities: cancel an agreement for the acquisition or disposal of securities or interests in or rights relating to them: vest securities or interests in or rights relating to them in a trustee for sale on the terms and conditions the court thinks fit: declare an agreement for the acquisition of securities or interests in or rights relating to them to be voidable at the option of the person from whom the securities or interests or rights were acquired: if a contract is entered into in contravention of the takeovers code, or a contract contains a provision which, to, would contravene the takeovers code,— if given effect 49 Part 3 s 33K Takeovers Act 1993 Reprinted as at 1 May 2011 (i) (ii) (iii) vary the contract, in such manner as the court thinks fit: cancel the contract: require any person who is a party to the contract to make restitution or pay compensation to any other person who is a party to the contract: prohibit or restrict a person from making any statement or distributing any document that is or that may rea- sonably be expected to constitute a contravention of the takeovers code: direct a person to disclose in accordance with the order information for the purpose of securing compliance with the takeovers code even though the time for doing so may have expired: direct a person to publish, at the person’s own expense, in the manner and at the times specified in the order corrective statements that are specified in, or are to be determined in accordance with, the order: require a person to comply with any provision of the takeovers code even though the time for doing so may have expired.
(j) (k) (l) (m) Section 33J: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).

Compensatory orders Heading: inserted, on 25 October 2006, by section 16 of the Takeovers Amend- ment Act 2006 (2006 No 48).
33K When court may make compensatory orders (1) The court may make a compensatory order, on application by any person in accordance with section 35, if the court is satis- fied that— (a) (b) there is a contravention of the takeovers code; and a person (the aggrieved person) has suffered, or is likely to suffer, loss or damage because of the contra- vention.

(2) The court may make a compensatory order whether or not the aggrieved person is a party to the proceedings.
50 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 33M Section 33K: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33L Terms of compensatory orders If section 33K applies, the court may make any order it thinks just to compensate an aggrieved person in whole or in part for the loss or damage, or to prevent or reduce that loss or damage, including an order (without limitation) to— (a) direct the person in contravention to pay to the ag- grieved person the amount of the loss or damage: direct the person in contravention to refund money or return property to the aggrieved person: if a contract has been entered into between the person in contravention and the aggrieved person,— (i) (b) (c) vary the contract or any collateral arrangement as specified in the order and, if the court thinks fit, declare the contract or arrangement to have had effect as so varied on and after a date before the order was made, as specified in the order: cancel the contract and, if the court thinks fit, de- clare the cancellation to have had effect on and after a date before the order was made, as speci- fied in the order: require the person in contravention to take any action the court thinks fit to reinstate the parties as near as may be possible to their former pos- itions.
(ii) (iii) Section 33L: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).

Pecuniary penalty orders and declarations of contravention Heading: inserted, on 25 October 2006, by section 16 of the Takeovers Amend- ment Act 2006 (2006 No 48).
33M When court may make pecuniary penalty orders and declarations of contravention If the Panel applies for a pecuniary penalty order against a per- son under this Act in accordance with section 35, the court— 51 Part 3 s 33N Takeovers Act 1993 Reprinted as at 1 May 2011 (a) must determine whether the person has contravened the takeovers code; and (b) must make a declaration of contravention (see sec- tions 33N and 33O) if satisfied that the person has contravened the takeovers code; and (c) may order the person to pay a pecuniary penalty that the court considers appropriate to the Crown (see sections 33P and 33Q) if satisfied that the person has contravened the takeovers code, that the person knew or ought to have known of the conduct that constituted the contravention, and that the contravention— (i) materially prejudices the interests of offerees, the code company, the offeror or acquirer, compet- ing offerors, or any other person involved in or affected by a transaction or event that is or will be regulated by the takeovers code, or that is in- cidental or preliminary to a transaction or event of that kind; or is likely to materially damage the integrity or reputation of any of New Zealand’s securities markets; or is otherwise serious.
(ii) (iii) Section 33M: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).

Section 33M(c)(i): amended, on 7 July 2010, by section 14 of the Takeovers Amendment Act 2010 (2010 No 88).
33N Purpose and effect of declarations of contravention (1) The purpose of a declaration of contravention is to enable an applicant for a civil remedy order under section 33I or a com- pensatory order under section 33K to rely on the declaration of contravention in the proceedings for that order, and not be required to prove the contravention.

(2) Accordingly, a declaration of contravention is conclusive evi- dence of the matters that must be stated in it under section 33O.
Section 33N: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33O What declarations of contravention must state A declaration of contravention must state the following: 52 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 33Q (a) (b) the court that made the declaration; and the provision of the takeovers code to which the contra- vention relates or, if the contravention is of an exemp- tion, both the term or condition contravened and the takeovers code provision to which the exemption re- lates; and the person in contravention; and the conduct that constituted the contravention and, if a transaction constituted the contravention, the transac- tion; and (e) the code company to which the conduct related.
Section 33O: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).

(c) (d) Section 33O(e): amended, on 7 July 2010, by section 15 of the Takeovers Amendment Act 2010 (2010 No 88).

33P Maximum amount of pecuniary penalty The maximum amount of a pecuniary penalty is $500,000 for an individual and $5,000,000 for a body corporate, for each contravention.

Section 33P: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33Q Considerations for court in determining pecuniary penalty In determining an appropriate pecuniary penalty, the court must have regard to all relevant matters, including— (a) (b) (c) the principles contained in the takeovers code; and the nature and extent of the contravention; and the likelihood, nature, and extent of any damage to the integrity or reputation of any of New Zealand’s secur- ities markets because of the contravention; and the nature and extent of any loss or damage suffered by a person referred to in section 33M(c)(i) because of the contravention; and the circumstances in which the contravention took place; and whether or not the person in contravention has previ- ously been found by the court in proceedings under this Act to have engaged in any similar conduct.
(d) (e) (f) 53 Part 3 s 33R Takeovers Act 1993 Reprinted as at 1 May 2011 Section 33Q: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
33R Court must order that recovery from pecuniary penalty be applied to Panel’s actual costs If the court orders that a person pay a pecuniary penalty, and the proceedings were brought (in whole or in part) by the Panel, the court must also order that the penalty must be ap- plied first to pay the Panel’s actual costs in bringing the pro- ceedings.

Section 33R: inserted, on 25 October 2006, by section 16 of the Takeovers Amendment Act 2006 (2006 No 48).
General Heading: inserted, on 25 October 2006, by section 16 of the Takeovers Amend- ment Act 2006 (2006 No 48).

34 Court may make orders [Repealed] Section 34: repealed, on 25 October 2006, by section 15 of the Takeovers Amendment Act 2006 (2006 No 48).
Persons who may apply 35 (1) Where the Panel makes a determination under section 32(3)(b) (a determination that the Panel is not satisfied that a person has acted or is acting or intends to act in compliance with the takeovers code) the following persons may, subject to subsec- tion (2), make an application to the court under section 33F, 33I, or 33K: (a) (b) the Panel: if the code company’s securities are, or were at any ma- terial time, quoted on a registered exchange’s securities market, that registered exchange: the code company concerned: a member or security holder of the code company con- cerned: a person who was a member or security holder of the code company concerned at the time that the conduct to which the application relates occurred: (c) (d) (e) 54 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 35 (f) a person who, at any time within the period of 6 months before the making of the application, has made an offer or offers to acquire securities in the code company in accordance with the takeovers code: (g) with the leave of the court, any other person.
(2) A person referred to in any of paragraphs (b) to (f) of sub- section (1) is not entitled to make an application to the court unless— (a) the Panel has consented to the making of the applica- tion; or that person has requested the Panel in writing to make an application to the court itself and the Panel has not made such an application before the expiration of 10 days after receiving the request.
(b) (3) Where a request is made to the Panel to hold a meeting under section 32(1) and the Panel does not, within 14 days after re- ceiving the request, make a determination under section 32(3), the following persons may make an application to the court under section 33F, 33I, or 33K— (a) (b) (c) (d) (e) if the code company’s securities are, or were at any ma- terial time, quoted on a registered exchange’s securities market, that registered exchange: the code company concerned: a member or security holder of the code company con- cerned: a person who was a member or security holder of the code company concerned at the time that the conduct to which the application relates occurred: a person who, at any time within the period of 6 months before the making of the application, has made an offer or offers to acquire securities in the code company in accordance with the takeovers code: with the leave of the court, any other person.
(4) (f) If the Panel makes a determination under section 32(3)(b) (a determination that the Panel is not satisfied that a person has acted or is acting or intends to act in compliance with the takeovers code), the Panel may make an application to the court under section 33M.

55 Part 3 s 36 Takeovers Act 1993 Reprinted as at 1 May 2011 Section 35(1): amended, on 25 October 2006, by section 17(1) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 35(1)(b): amended, on 7 July 2010, by section 16(1) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(1)(b): amended, on 24 November 2009, by section 23(1) of the Se- curities Markets Amendment Act 2009 (2009 No 54).

Section 35(1)(b): amended, on 1 December 2002, by section 30 of the Securities Markets Amendment Act 2002 (2002 No 44).

Section 35(1)(c): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 35(1)(d): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(1)(e): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(1)(f): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(3): amended, on 25 October 2006, by section 17(2) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 35(3)(a): amended, on 7 July 2010, by section 16(3) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(3)(a): amended, on 24 November 2009, by section 23(1) of the Se- curities Markets Amendment Act 2009 (2009 No 54).

Section 35(3)(a): amended, on 1 December 2002, by section 30 of the Securities Markets Amendment Act 2002 (2002 No 44).

Section 35(3)(b): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 35(3)(c): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(3)(d): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(3)(e): amended, on 7 July 2010, by section 16(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 35(4): Takeovers Amendment Act 2006 (2006 No 48).
substituted, on 25 October 2006, by section 17(3) of the 36 Orders [Repealed] Section 36: repealed, on 25 October 2006, by section 18 of the Takeovers Amendment Act 2006 (2006 No 48).

56 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 41 37 38 (1) (2) 39 40 41 (1) (2) Interim orders [Repealed] Section 37: repealed, on 25 October 2006, by section 18 of the Takeovers Amendment Act 2006 (2006 No 48).
Court may have regard to determinations and recommendations by Panel The court may, in determining any application under this sub- part, have regard to any determination made by the Panel under section 32(3) relating to the matter concerned.

The court may, in determining whether to make any order under section 33I or 33K and the type of any such order, have regard to any recommendation made by the Panel either at any meeting of the Panel held for the purposes of section 32 or at the request of the court.
Section 38(1): amended, on 25 October 2006, by section 19(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 38(2): amended, on 25 October 2006, by section 19(2) of the Takeovers Amendment Act 2006 (2006 No 48).

Orders directing disposal of securities [Repealed] Section 39: repealed, on 25 October 2006, by section 20 of the Takeovers Amendment Act 2006 (2006 No 48).
Revocation, variation, and suspension of orders [Repealed] Section 40: repealed, on 25 October 2006, by section 20 of the Takeovers Amendment Act 2006 (2006 No 48).

Court may excuse contravention If the court is satisfied that a person has, by any act or omis- sion, contravened the takeovers code, but that the contraven- tion ought to be excused, the court may (by order) declare that the act or omission was not a contravention of the code.
In considering whether the contravention should be excused, the court may have regard to— (a) inadvertence or mistake on the part of the person con- cerned: 57 Part 3 s 42 Takeovers Act 1993 Reprinted as at 1 May 2011 (3) 42 (1) (b) whether the person was aware of a relevant factor or circumstance: circumstances beyond that person’s control: any other matters that the court thinks fit.

(c) (d) The order has effect according to its tenor.
Section 41: substituted, on 25 October 2006, by section 21 of the Takeovers Amendment Act 2006 (2006 No 48).
Court may require person to give evidence or produce documents relating to interests in securities The court may, in any application under this subpart, for the purpose of ascertaining whether any person— (a) has or had any direct or indirect interest in or right to any security in the code company concerned; or has or had any direct or indirect right to exercise any voting rights attaching to any such security,— (b) order any person to— (c) attend before the court and be examined on oath or af- firmation; or produce documents in that person’s possession or under that person’s control.
(d) (2) An order under subsection (1) may be made on the application of any person who is a party to the application under this sub- part.

Section 42(1): amended, on 25 October 2006, by section 22(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 42(1)(a): amended, on 7 July 2010, by section 17 of the Takeovers Amendment Act 2010 (2010 No 88).

Section 42(2): amended, on 25 October 2006, by section 22(2) of the Takeovers Amendment Act 2006 (2006 No 48).
43 More than 1 civil remedy order may be made for same conduct The court may make a civil remedy order of one kind against a person even though the court has made another civil remedy order of a different kind against the person for the same con- duct.

58 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 43C Examples The court may make a compensatory order and a pecuniary penalty order for the same conduct.
The court may make a civil remedy order requiring forfeiture of securities and declaring a previous exercise of voting rights at- taching to those securities to be void.

Section 43: substituted, on 25 October 2006, by section 23 of the Takeovers Amendment Act 2006 (2006 No 48).
43A Only 1 pecuniary penalty order may be made for same conduct If conduct by a person constitutes a contravention of 2 or more provisions of the takeovers code, proceedings may be brought against that person for the contravention of any 1 or more of the provisions, but no person is liable to more than 1 pecuniary penalty order for the same conduct.

Section 43A: inserted, on 25 October 2006, by section 23 of the Takeovers Amendment Act 2006 (2006 No 48).
43B Standard of proof for civil remedies The proceedings under this subpart are civil proceedings and the usual rules of the court and rules of evidence and procedure for civil proceedings apply (including the standard of proof).

Section 43B: inserted, on 25 October 2006, by section 23 of the Takeovers Amendment Act 2006 (2006 No 48).
43C Time limit for applying for civil remedies (1) An application for a civil remedy order under section 33I or a pecuniary penalty order under section 33M may be made at any time within 2 years after the date on which the matter giving rise to the contravention was discovered or ought rea- sonably to have been discovered.

The usual time limits apply to all applications for other civil remedy orders.
(2) (3) However, an application for a compensatory order in respect of a contravention may be made at any time within 6 months after the date on which a declaration of contravention is made, even if the usual time limit has expired.

59 Part 3 s 44 Takeovers Act 1993 Reprinted as at 1 May 2011 Section 43C: inserted, on 25 October 2006, by section 23 of the Takeovers Amendment Act 2006 (2006 No 48).
Subpart 3—Offences Subpart 3 heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

General offences Heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amend- ment Act 2006 (2006 No 48).
General offences 44 (1) A person must not— (a) (b) furnish information, produce a document, or give evi- dence to the Panel or a member, officer, or employee of the Panel knowing it to be false or misleading; or attempt to deceive or knowingly mislead the Panel or a member, officer, or employee of the Panel in relation to any matter before it.
(2) A person who has been summoned to appear before the Panel or a member, officer, or employee of the Panel must not, with- out reasonable excuse,— (a) refuse or fail to appear before the Panel to give evi- dence: refuse to take an oath or affirmation as a witness: refuse to answer any question: refuse or fail to provide any document or information that the person is required to provide.
(b) (c) (d) (3) A body corporate contravenes subsection (2) if its representa- tive refuses or fails to appear before the Panel to give evidence, refuses to take an oath or affirmation as a witness, refuses to answer any question, or refuses or fails to provide any docu- ment or information that the body corporate is required to pro- vide.

(4) A person must not act in contravention of any order made by the Panel under section 31X or section 32.
Every person who contravenes this section commits an offence and is liable on summary conviction to a fine not exceeding $300,000 and, if the offence is a continuing one, to a further (5) 60 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 44B fine not exceeding $10,000 for every day or part of a day dur- ing which the offence is committed.

Section 44: substituted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44A Conviction of offence under section 44 excluded in certain cases (1) A person must not be convicted of an offence under section 44 if, in the opinion of the court dealing with the case,— (a) the contravention related to matters that were immate- rial to the relevant matter before the Panel; or the contravention ought reasonably to be excused, hav- ing regard to all the circumstances of the case.
(b) (2) A director of a body corporate must not be convicted of an offence under section 44 in relation to a contravention by the body corporate if, in the opinion of the court dealing with the case, the contravention took place without the director’s know- ledge and consent.

Section 44A: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
False or misleading statement or information Heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amend- ment Act 2006 (2006 No 48).
44B False or misleading statement or information (1) A person must not make a statement or disseminate informa- tion, in relation to any transaction or event regulated by the takeovers code or incidental or preliminary to a transaction or event that is or is likely to be regulated by the takeovers code, if— (a) a material aspect of the statement or information is false or the statement or information is materially mislead- ing; and the statement or information is likely to— (i) induce a person to trade, or hold, the securities of a code company; or (b) 61 Part 3 s 44C Takeovers Act 1993 Reprinted as at 1 May 2011 (ii) (iii) have the effect of increasing, reducing, maintain- ing, or stabilising the price for trading in those securities; or induce a person to vote for, or to vote against, a transaction that is or is likely to be regulated by the takeovers code, or to abstain from voting in respect of that transaction.
(2) In this section, trade means to acquire or dispose of securities.

Section 44B: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

Section 44B(1)(b)(i): amended, on 7 July 2010, by section 18 of the Takeovers Amendment Act 2010 (2010 No 88).
44C Criminal liability for false or misleading statement or information (1) A person who contravenes section 44B commits an offence if the person has actual knowledge that the statement or informa- tion is false in a material aspect or is materially misleading.
(2) A person who commits an offence against subsection (1) is liable on conviction on indictment to,— (a) in the case of an individual, imprisonment for a term not exceeding 5 years or a fine not exceeding $300,000, or to both: in the case of a body corporate, a fine not exceeding $1,000,000.

(b) Section 44C: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44D Exception for disclosure by investment advisers or brokers Section 44B does not apply to conduct in relation to a dis- closure under Part 4 of the Securities Markets Act 1988 or to conduct in relation to an advice advertisement, a broker ad- vertisement, or a product advertisement to the extent that that conduct is regulated by Part 4 of that Act.

Section 44D: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
62 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 44F 44E Fair Trading Act 1986 excluded The Fair Trading Act 1986 does not apply to conduct in re- lation to any transaction or event regulated by the takeovers code or incidental or preliminary to a transaction or event that is or is likely to be regulated by the takeovers code.

Section 44E: inserted, on 29 February 2008, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
Subpart 4—Other court orders Subpart 4 heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

Management bans Heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amend- ment Act 2006 (2006 No 48).
44F When court may make management banning orders The court may, on application by any person referred to in sec- tion 35(1)(a) to (g), make a management banning order against a person (A) if— (a) A has been convicted of an offence against either sec- tion 44 or section 44C or a pecuniary penalty order has been made against A under this Act for a contravention of the takeovers code; or (b) A has, while a director of an incorporated or unincor- porated body,— (i) (ii) persistently contravened this Act, the Companies Act 1993, the Securities Markets Act 1988, the Securities Act 1978, or the takeovers code; or if the incorporated or unincorporated body has so contravened, persistently failed to take all rea- sonable steps to obtain compliance with those Acts or the code; or (c) A has been prohibited in an overseas jurisdiction from carrying on activities that the court is satisfied are sub- stantially similar to any of the activities referred to in section 44G in connection with a contravention of any law relating to takeovers.
Section 44F: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
63 Part 3 s 44G Takeovers Act 1993 Reprinted as at 1 May 2011 44G Terms of management banning orders A management banning order may, for a period stated in the order of 10 years or less, prohibit or restrict the person (with- out the leave of the court) from being a director or promoter of, or in any way (whether directly or indirectly) being con- cerned or taking part in the management of, an incorporated or unincorporated body (other than an overseas company, or an incorporated or unincorporated body, that does not carry on business in New Zealand).
Section 44G: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

44H Offence of contravening management banning order An individual who acts in contravention of a management ban- ning order under section 44F commits an offence and is liable on conviction on indictment to imprisonment for a term not exceeding 3 years or to a fine not exceeding $100,000, or to both.
Section 44H: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44I Only 1 management banning order may be made for same conduct If conduct by a person constitutes grounds for making an order under any 1 or more of section 44F of this Act, section 60A of the Securities Act 1978, section 43F of the Securities Markets Act 1988, and section 383 of the Companies Act 1993, pro- ceedings may be brought against that person under any 1 or more of those provisions, but no person is liable to more than 1 order under those provisions for the same conduct.
Section 44I: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

44J Persons automatically banned from management (1) This section applies to a person if the person has been con- victed of an offence against either section 44 or section 44C or a pecuniary penalty order has been made against the person under this Act for a contravention of the takeovers code.
64 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 44L (2) The person must not, for the period of 5 years after the convic- tion or making of the order (without the leave of the court) be a director or promoter of, or in any way (whether directly or indirectly) be concerned or take part in the management of, an incorporated or unincorporated body (other than an overseas company, or an incorporated or unincorporated body, that does not carry on business in New Zealand).
(3) An individual who acts in contravention of this section com- mits an offence and is liable, on conviction on indictment to imprisonment for a term not exceeding 3 years or to a fine not exceeding $100,000, or to both.

Section 44J: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44K General provisions for bans and banning orders (1) The Registrar of the court must, as soon as practicable after the making of a management banning order under section 44F,— give notice to the Registrar of Companies and the Panel (a) that the order has been made; and give notice in the Gazette of the name of the person against whom the order is made and the period or dates for which the ban applies.
(b) (2) A person intending to apply for the leave of the court under section 44G or section 44J must give to the Panel not less than 10 days’ written notice of that person’s intention to apply.

The Panel, and any other person that the court thinks fit, may attend and be heard at the hearing of the application.

Section 44K: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
(3) Orders to preserve assets to satisfy claims Heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amend- ment Act 2006 (2006 No 48).
44L When court may prohibit payment or transfer of money, (1) securities, or other property This section applies if— (a) an investigation is being carried out under this Act in relation to an act or omission by a person, being an act 65 Part 3 s 44L Takeovers Act 1993 Reprinted as at 1 May 2011 or omission that constitutes or may constitute a contra- vention of this Act or the takeovers code; or a prosecution has begun against a person for a contra- vention of this Act; or a civil proceeding has begun against a person under this Act.
(b) (c) The court may, on application by the Panel or by an aggrieved person, make 1 or more of the orders listed in section 44M if the court considers it necessary or desirable to do so for the purpose of protecting the interests of an aggrieved person.
In this section and section 44M,— aggrieved person means any person to whom a relevant per- son is liable associated persons are— (a) persons who are relatives within the meaning of the In- come Tax Act 2007 or de facto partners; or persons who are partners to whom the Partnership Act 1908 applies; or bodies corporate that consist of substantially the same shareholders or are under the control of the same per- sons; or a body corporate and a person who has the power, di- rectly or indirectly, to exercise, or control the exercise of, the right to vote attached to 25% or more of the vot- ing securities of the body corporate; or a body corporate and a person who is a director or prin- cipal officer of the body corporate (b) (c) (d) (e) liable means liable, or may be or become liable, to pay money (whether in respect of a debt, by way of damages or compensa- tion, or otherwise) or to account for securities or other property relevant person means a person referred to in subsection (1).
Compare: Corporations Act 2001 s 1323(1) (Aust) Section 44L: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

Section 44L(3) associated persons paragraph (a): amended, on 1 April 2008 (effective for 2008–09 income year and later income years, except when the context requires otherwise), by section ZA 2(1) of the Income Tax Act 2007 (2007 No 97).
(2) (3) 66 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 44M 44M What orders may be made (1) The orders that may be made under section 44L are— (a) (b) (c) (d) (e) (f) (g) an order prohibiting the relevant person from transfer- ring, charging, or otherwise dealing with money, secur- ities, or other property held or controlled by the relevant person: an order prohibiting a person who is indebted to the rele- vant person or to an associated person of the relevant person from making a payment in total or partial dis- charge of the debt to, or to another person at the direc- tion or request of, the person to whom the debt is owed: an order prohibiting a person holding money, securities, or other property, on behalf of the relevant person, or on behalf of an associated person of the relevant person, from paying all or any of the money, or transferring, or otherwise parting with possession of, the securities or other property, to, or to another person at the direction or request of, the person on whose behalf the money, securities, or other property, is or are held: an order prohibiting the taking or sending out of New Zealand by a person of money of the relevant person or of an associated person of the relevant person: an order prohibiting the taking, sending, or transfer by a person of securities or other property of the relevant person, or of an associated person of the relevant per- son from a place in New Zealand to a place outside New Zealand (including the transfer of securities from a register in New Zealand to a register outside New Zealand): an order requiring the relevant person, or any person holding money, securities, or other property on behalf of the relevant person or an associated person of the relevant person, to pay or transfer money, securities, or other property to a specified person to be held on trust pending determination of the investigation, pros- ecution, or civil proceeding: an order appointing,— (i) if the relevant person is a natural person, a re- ceiver or trustee, having any
 powers that the court 67 Part 3 s 44N Takeovers Act 1993 Reprinted as at 1 May 2011 (ii) orders, of the property or of part of the property of that person; or if the relevant person is a body corporate, a receiver or receiver and manager, having any powers that the court orders, of the property or of part of the property of that person: (h) (i) if the relevant person is a natural person, an order re- quiring that person to deliver up to the court his or her passport and any other documents that the court thinks fit: if the relevant person is a natural person, an order pro- hibiting that person from leaving New Zealand, without the consent of the court.
(2) A reference in subsection (1)(e) or (g) to property of a person includes a reference to property that the person holds other- wise than as sole beneficial owner, for example,— (a) as trustee for, as nominee for, or otherwise on behalf of or on account of, another person; or in a fiduciary capacity.

(b) (3) An order may be expressed to operate for a specified period or until the order is discharged by a further order under this section.
Compare: Corporations Act 2001 s 1323(1), (2A), (6) (Aust) Section 44M: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44N Interim orders (1) If an application is made to the court for an order under sec- tion 44L, the court may, if in the opinion of the court it is de- sirable to do so, before considering the application, grant an interim order, being an order of the kind applied for that is expressed to have effect pending the determination of the ap- plication.
The court must not require the applicant or any other person, as a condition of granting an interim order under this section, to give an undertaking as to damages.

(2) 68 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 44Q (3) In determining an application for the grant of an interim order, the court must not take into account that the applicant is not required to give an undertaking as to damages.
Compare: Corporations Act 2001 s 1323(3), (4) (Aust) Section 44N: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

44O Relationship with other law (1) Nothing in sections 44L to 44N affects the powers that the (2) court has apart from those sections.

This section has effect subject to the Insolvency Act 1967.
Compare: Corporations Act 2001 s 1323(7), (8) (Aust) Section 44O: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44P Offence A person commits an offence who contravenes an order by the court under section 44M or section 44N that is applicable to the person and is liable on conviction on indictment,— (a) in the case of an individual, to imprisonment to a term not exceeding 3 years or to a fine not exceeding $100,000, or both: in the case of a body corporate, to a fine not exceeding $300,000.
(b) Compare: Corporations Act 2001 s 1323(9), (10) (Aust) Section 44P: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

Subpart 5—General Subpart 5 heading: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44Q Jurisdiction of courts in New Zealand The High Court has exclusive jurisdiction to hear and deter- mine proceedings in New Zealand under this Act, other than proceedings for offences against this Act or appeals under sec- tion 31G.

Section 44Q: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
69 Part 3 s 44R Takeovers Act 1993 Reprinted as at 1 May 2011 44R Court may order payment of Panel’s costs If the Panel brings proceedings under this Part and the court makes any order against a person under this Part, the court may also order that person to pay the Panel’s costs and expenses in bringing the proceedings.

Section 44R: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44S Orders to secure compliance The court may, for the purpose of securing compliance with any order it makes under this Part, direct a person to do or refrain from doing a specified act.

Section 44S: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44T Giving notice of applications for court orders Before making an order under this Part, the court may direct the person making the application for the order to— (a) give notice of the application to those persons the court thinks fit: publish notice of the application in the manner the court thinks fit.

(b) Section 44T: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44U General provisions as to court’s orders (1) An order under this Part may be made on the terms and con- (2) ditions the court thinks fit.

The court may revoke, vary, or suspend an order made under this Part on the terms and conditions the court thinks fit.

Section 44U: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
44V Persons entitled to appear before court The following persons are entitled to appear and be heard at the hearing of an application to the court under this Part: (a) (b) the applicant: the Panel: 70 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 3 s 44W (c) (d) (e) (f) (g) if the code company’s securities are, or were at the ma- terial time, quoted on a registered exchange’s securities market, that registered exchange: the code company: a person who is alleged to have suffered, or to be likely to suffer, loss or damage because of an alleged contra- vention of this Act or the takeovers code (whether that person or another person makes the allegation): a person who was a security holder of the code company at the time that the conduct to which the application relates occurred: a person who, at any time within the period of 6 months before the making of the application, has made an offer or offers to acquire securities in the code company in accordance with the takeovers code: a person directed to be given notice of the application: with the leave of the court, any other person.
(h) (i) Section 44V: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

Section 44V(c): amended, on 7 July 2010, by section 19(1) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 44V(c): amended, on 24 November 2009, by section 23(1) of the Se- curities Markets Amendment Act 2009 (2009 No 54).

Section 44V(d): amended, on 7 July 2010, by section 19(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 44V(f): amended, on 7 July 2010, by section 19(2) of the Takeovers Amendment Act 2010 (2010 No 88).

Section 44V(g): amended, on 7 July 2010, by section 19(2) of the Takeovers Amendment Act 2010 (2010 No 88).
44W Knowledge of matters presumed if employee or agent knows matters In any proceedings under this Act, it is presumed, in the ab- sence of proof to the contrary established on the balance of probabilities, that a person knew, at a material time, of any matter if, at that time, an employee or agent of that person knew of the matter in his or her capacity as employee or agent.

Section 44W: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).
71 Part 3 s 44X Takeovers Act 1993 Reprinted as at 1 May 2011 44X No pecuniary penalty and fine for same conduct A person cannot be ordered to pay a pecuniary penalty and be liable for a fine under this Act for the same conduct.

Section 44X: inserted, on 25 October 2006, by section 24 of the Takeovers Amendment Act 2006 (2006 No 48).

Part 4 Miscellaneous Part 4 heading: substituted, on 25 October 2006, by section 25 of the Takeovers Amendment Act 2006 (2006 No 48).
45 (1) Panel may grant exemptions The Panel may, in its discretion and on such terms and condi- tions (if any) as it thinks fit,— (a) exempt any person from compliance with any provision of the takeovers code; and exempt, from compliance with any provision of the takeovers code,— (i) (ii) (iii) any class of persons: any class of transactions: any class of offers.

(b) (2) An exemption under subsection (1)(a) may be granted in re- spect of past or proposed acts or omissions.
(2A) An exemption under subsection (1)(b) may be granted in re- spect of proposed acts or omissions.

(3) An exemption shall have effect according to its tenor.

(4) An exemption, and the Panel’s reasons for granting it, shall be notified in the Gazette as soon as practicable after being granted.
(4A) The Panel’s reasons for granting an exemption under subsec- tion (1) must include— (a) (b) why it is appropriate that the exemption is granted; and how the exemption is consistent with the objectives of the takeovers code.

The Panel may defer notifying an exemption in the Gazette if the Panel is satisfied that it is proper to do so on the ground of commercial confidentiality.
(5) 72 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 4 s 46 (6) (7) (8) 46 The Panel may defer notifying, or omit to notify, the reasons for granting an exemption in the Gazette if the Panel is sat- isfied that it is proper to do so on the ground of commercial confidentiality.

The Panel may vary any exemption granted under this section, and the provisions of this section shall apply, with necessary modifications, in all respects to the variation.
The Panel may revoke any exemption granted under this sec- tion, and shall notify the revocation in the Gazette as soon as practicable.

Section 45(1): substituted, on 1 June 2001, by section 10(1) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 45(1)(a): amended, on 1 December 2002, by section 37 of the Takeovers Amendment Act 2002 (2002 No 45).

Section 45(1)(b): amended, on 1 December 2002, by section 37 of the Takeovers Amendment Act 2002 (2002 No 45).
Section 45(2): amended, on 1 June 2001, by section 10(2) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 45(2A): inserted, on 1 June 2001, by section 10(3) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 45(4A): inserted, on 1 June 2001, by section 10(4) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 45(4A)(b): amended, on 1 December 2002, by section 37 of the Takeovers Amendment Act 2002 (2002 No 45).
Regulations The Governor-General may from time to time, by Order in Council, make regulations for all or any of the following pur- poses: (a) (b) [Repealed] prescribing an annual fee in respect of the funding of the Panel that is payable in accordance with section 17: prescribing the fees and charges payable, or the rate at which fees and charges are to be calculated, for the purposes of this Act: (c) (ca) without limiting paragraph (c), prescribing fees and charges that the Panel may require to be paid to it— (i) in connection with the exercise by the Panel of any power or function conferred on it by this Act: 73 Part 4 s 47 Takeovers Act 1993 Reprinted as at 1 May 2011 (cb) (d) (ii) on an application to the Panel to exercise any power or function conferred on it by this Act: authorising the Panel to require payment of any costs incurred by the Panel: providing for such other matters as are contemplated by or necessary for giving full effect to the provisions of this Act and for its due administration.
Section 46(a): repealed, on 1 June 2001, by section 11(1) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 46(c): substituted, on 1 June 2001, by section 11(2) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 46(ca): inserted, on 1 June 2001, by section 11(2) of the Takeovers Amendment Act 2001 (2001 No 30).

Section 46(cb): inserted, on 1 June 2001, by section 11(2) of the Takeovers Amendment Act 2001 (2001 No 30).
47 48 Amendment to Official Information Act 1982 [Repealed] Section 47: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Amendment to Public Finance Act 1989 [Repealed] Section 48: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Repeal of Companies Amendment Act 1963 The Companies Amendment Act 1963 is repealed.
49 (1) (2) Despite subsection (1), Part 1 of the Companies Amendment Act 1963 continues in force in respect of the acquisition of shares in a company in any case where notice of a takeover scheme has, before the commencement of this section, been served on the company under section 4 of the Companies Amendment Act 1963.

Section 49: substituted, on 1 July 2001, by section 12(1) of the Takeovers Amendment Act 2001 (2001 No 30).
74 Reprinted as at 1 May 2011 Takeovers Act 1993 Part 4 s 50 50 Amendment to Public Finance Act 1989 [Repealed] Section 50: repealed, on 1 July 2001, by section 12(1) of the Takeovers Amend- ment Act 2001 (2001 No 30).

75 Schedule Takeovers Act 1993 Reprinted as at 1 May 2011 1 2 3 Schedule Provisions applying to Takeovers Panel s 18 Term of office [Repealed] Schedule clause 1: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
Continuation in office after term expires [Repealed] Schedule clause 2: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Extraordinary vacancies [Repealed] Schedule clause 3: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Meetings of Panel 4 [Repealed] (1) (2) [Repealed] (2A) [Repealed] (3) At any meeting of the Panel the quorum shall be 3 members.
Subclause (3) applies despite clause 9 of Schedule 5 of the (4) Crown Entities Act 2004.

Schedule clause 4(1): repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Schedule clause 4(2): repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Schedule clause 4(2A): repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
Schedule clause 4(4): added, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Chairperson [Repealed] Schedule clause 5: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

5 76 Reprinted as at 1 May 2011 Takeovers Act 1993 Schedule 6 7 8 9 Voting at meetings [Repealed] Schedule clause 6: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
Procedure [Repealed] Schedule clause 7: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Employees of Panel [Repealed] Schedule clause 8: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

Employment of experts [Repealed] Schedule clause 9: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
10 Remuneration and travelling allowances [Repealed] Schedule clause 10: repealed, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).

77 Takeovers Act 1993 Reprinted as at 1 May 2011 Takeovers Amendment Act 2002 Public Act Date of assent Commencement 2002 No 45 26 November 2002 see section 2 1 (1) (2) 2 39 (1) Title This Act is the Takeovers Amendment Act 2002.

In this Act, the Takeovers Act 1993 is called “the principal Act”.
Commencement This Act comes into force on 1 December 2002.

Transitional provision relating to existing takeovers code The takeovers code approved by the Takeovers Code Approval Order 2000— (a) continues in force as if it had been made under Part 2 of the principal Act as amended by this Act; and (b) may be amended or revoked as if it had been made under Part 2 of the principal Act as amended by this Act.
(2) Unless the context otherwise requires, every reference to a takeovers code approved by an Order in Council under sec- tion 28 of the principal Act must be read as a reference to any takeovers code that is in force under the principal Act (whether or not by virtue of this section).

78 Reprinted as at 1 May 2011 Takeovers Act 1993 Takeovers Amendment Act 2006 Public Act Date of assent Commencement 2006 No 48 24 October 2006 see section 2 Title This Act is the Takeovers Amendment Act 2006.
Commencement This Act comes into force on the day after the date on which it receives the Royal assent.

1 2 (1) (2) However, the following provisions only come into force on a date to be appointed by the Governor-General by Order in Council: (a) new sections 44B, 44C, 44D, and 44E of the Takeovers Act 1993 as inserted by section 24: section 29.

(b) For the purposes of subsection (2), 1 or more orders may be made bringing different provisions into force on different dates.
Section 2(2)(a): sections 44B to 44E of the Takeovers Act 1993 as inserted by section 24 brought into force, on 29 February 2008, by clause 2(1) of the Takeovers Amendment Act 2006 Commencement Order 2007 (SR 2007/368).

Section 2(2)(b): section 29 brought into force, on 29 February 2008, by clause 2(2) of the Takeovers Amendment Act 2006 Commencement Order 2007 (SR 2007/368).
Transitional provisions Transitional provision for acquisitions made or committed to before commencement of this section No amendment made by this Act requires a person to comply with the principal Act or the code— (a) by reason only of the fact that, on the commencement of this section, a particular proportion of securities have been acquired in a code company, whether by that per- son or any other person before the commencement of this section; or 79 (3) 31 Takeovers Act 1993 Reprinted as at 1 May 2011 (b) by reason of the acquisition of securities in a code com- pany, whether by that person or any other person, on or after the commencement of this section, if the ac- quisition arises from the performance of a contractual obligation incurred, or the exercise of a right acquired, before the commencement of this section.
Section 31(a): amended, on 7 July 2010, by section 20 of the Takeovers Amendment Act 2010 (2010 No 88).

Section 31(b): amended, on 7 July 2010, by section 20 of the Takeovers Amendment Act 2010 (2010 No 88).
32 (1) (2) Transitional provision for existing offences and contraventions The principal Act and the code continue to have effect as if they were not amended by this Act for the purpose of— investigating an existing offence or contravention: (a) commencing or completing proceedings for an existing (b) offence or contravention: imposing a penalty or other remedy, or making an order, in relation to an existing offence or contravention.
In this section, existing offence or contravention means an offence under, or contravention of, the principal Act or the code that was committed or done before the commencement of this Act.
(c) 80 Reprinted as at 1 May 2011 Takeovers Act 1993 Notes Contents 1 2 3 4 General Status of reprints How reprints are prepared Changes made under section 17C of the Acts and Regulations Publication Act 1989 List of amendments incorporated in this reprint (most recent first) 5 Notes 1 2 3 General This is a reprint of the Takeovers Act 1993.

The reprint incorporates all the amendments to the Act as at 1 May 2011, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order.

For more information, see http://www.pco.parliament.govt.nz/reprints/.
Status of reprints Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment.

This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

of How reprints are prepared A number editorial in the preparation of enacting words provisions are that are repealed or conventions reprints.

not included followed are the For example, and in Acts, revoked are omitted.
81 Notes Takeovers Act 1993 Reprinted as at 1 May 2011 see For a detailed list of http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
the editorial conventions, Changes made under section 17C of the Acts and Regulations Publication Act 1989 Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice.

Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000.

Changes to legislative drafting style have also been made since 1997, and are ongoing.

To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint: • omission of unnecessary referential words (such as “of this section” and “of this Act”) typeface and type size (Times Roman, generally in 11.5 point) layout of provisions, including: • • indentation position of section headings (eg, the number and heading now appear above the section) format of definitions (eg, the defined term now appears in bold type, without quotation marks) format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”) • • • • 4 82 Reprinted as at 1 May 2011 Takeovers Act 1993 Notes • • • • • • • position of the date of assent (it now appears on the front page of each Act) punctuation (eg, colons are not used after definitions) Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly case and appearance of letters and words, including: • followed by small capital format of headings (eg, headings where each word formerly appeared with an initial capital letter letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter) small capital letters in section and subsection references are now capital letters • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly running heads (the information that appears at the top of each page) format of amendments, and schedules of are rearranged into alphabetical order, chronological).
two-column schedules of consequential they rather than repeals (eg, 5 List of amendments incorporated in this reprint (most recent first) Financial Markets Authority Act 2011 (2011 No 5): section 82 Takeovers Amendment Act 2010 (2010 No 88) Securities Markets Amendment Act 2009 (2009 No 54): section 23(1) Income Tax Act 2007 (2007 No 97): section ZA 2(1) Takeovers Amendment Act 2006 (2006 No 48) Crown Entities Act 2004 (2004 No 115): section 200 Takeovers Amendment Act 2002 (2002 No 45) Securities Markets Amendment Act 2002 (2002 No 44): section 30 Takeovers Amendment Act 2001 (2001 No 30) Department of Justice (Restructuring) Act 1995 (1995 No 39): section 10(3) 83 Takeovers Act 1993 Reprinted as at 1 May 2011 Notes 12 Wellington, New Zealand: Published under the authority of the New Zealand Government—2011 84